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WALMART REMODEL 2008 PLANNING & ZONING DEPARTMENT INSPECTION CHECKLIST COMNJ>;RCIAL/CZC STTES This checklist should be attached to the inside cover of the CZC file at ALL times. PlannerQnspector Name: Project Name: CZC File No.: Contractor/Company Name: Phone No.: First Inspection Date: / Second Inspection Date: / / Third Inspection Date: / / (NOTE.• If a third inspection is required, a fee of $53 must be submitted to the P&ZDept. be ore the inspection is done.) .. . .Landscape Plan Checklrst ', , .,. _. Item Sife Notes O K, ' _. t~ I3~)e of approved 1ah71s~a~i8 plan _/ / .. ~.. i ,Stmt Guer I pet`nneteY ZxBuf~er between lan$ pse ..,, .,-.~ . - . . 1': ~Vidtfi of buffer (exclude C r - de'tached s/w'rGzdths) ., -__. _ ,. . 2. # of trees .,. `JJ 6... ......».......~. 6. Right-of-way landscaping 7. Verify no encroachments (e.g. fencing, parking) S. Berming (max. 2.•1 slope; 3:1 iflawn) ~ C P7a~ters ' ... 1. Verify min. 5' b/w curbs 2. Verify min. 50 sq. ft. 3. Plantings per plan - 1. Verify existing tree(s) retained 2. Verify mitigation tree(s) I Rev. ~%?5.-03 :r_ `P&2,B,--adP&Z AlminsOepr,YGrert Pntir•fes E. Sight triangle(s) 1. Verify size/location 2. Verify height of shrubs E Pressurized irrigation (verb iz[stalleci7 G. Stormwate area(s) 1. Less than 3:1 slopes 2. Dry creek formation (if a licable) 3. Max. 5 ft. dimension for rock sum 4. Max. 2 ft. dimension for sand/ -tease ates Site Plan Checklist ' .. Ttem Site Notes O.K. .. .. z"~ ~ `r_ A S~a'te oI'ap'p%'o~ed sl~~~llan ;% L - ~ , { . 4., B R~il~[rtg ~ `~ `' y-` P .. _~. .r sai< .~ _, ,..., _ A. ..: '- 1. Standard stall'dimensions t 2. Compact`stall dimensions ', ~ . 3. Handicap stall dimensions - 4. Handicap signs/striping S. Aisle width , ..." .. , . ". - , ;' .... , , : -6: Wheelstops_(ifrequired} ,. ~_ ~'xashTt?rl~sa~re ~., , ~ ,;~ ~. 1. Min.3-sided screening 2. Constructed per plan D Sxdewa}ksh'aI}tWa~s _: ` , ~. 1. Verify location 2. Verify minimum width E. C~irbing _. 1. Installed per plan F. Special conditioris/Redlines 1. Verify any special conditions from CZC or redline notes on plan are complete 2 Rev. ji?SJ(lj :~~:'Pr~ZiBradPc~ZrldmirzlDepnrbnen[ Po;iriax __ r_ _ -~ ...... _ ~ ,~ . o ~~s~~e y ~~ ~ ~~ ~~ID, ~~'~ o ~~~~ D I ~~~~ ~ ... s $ a @nn~ ~ I ~ ~ ~ ~ O O O ~~~~' e~ m ~ _«.~a r +3 E pp rR §~ S~ I $~ 55S 9E 4 4~ ~~ v g~ ® ~ Q p~Q° ~£~~~.~ ~~~ ~~ 4yp 6~ ~ $ q~$ ~ ~ ~~ ~~ q ~~ ~s ~$c g 5 ~~`~~~ ^5~ gt ~~ _ F RR~ 22~ ~~~~a®~ 00000 ~~ ~~~~~ ~~ ~~s ~~ ~~ ~~ as ¢~ ~~ ~ p£ ~ 3 g ~A ~ ~ F° i ~, ~ ~~ 0 D ~~ v £ ~ € s~ _ I _CEMETERY ~^ ~€ ~a H~ ~® ®~ ®®~~~ ~ ~ ~~ ~ ~ ~° ppipp ~° g^~ ~ 4 ~~ ~ A Q ~ ~ ~ ~ ab ~ ~ ~ ~z~ FM 93 4~ ~~~~ ~~° ~ ~ ~~ € x ~ ~ ~ ~ ~~ ~ ~ ~ Rs~ ~~ ~~ ~~ ~~~ g Q~ ~ ~~ ~~ ~§] € ~ ~ ~ ~ £ ~ ~3 d ~~ ~d ~~ ~~ p~~ 9~~® ~ ~~ ~® ~~ ~~E~ ~ ~~~ 9~ 4j i f ~ ~ ~ s ~ ~ r s ~ ~ ~9 ~~~ z v ~~€ ~ ~ s ®~ ~ ® ~ ®®~ 4051 east fairview avenue, meridian, id -Google Maps C Address 4051 E Fairview Ave ~~~~~,~ Meridian, ID 83642 Maps Page 1 of 1 Get Google Maps on your phone Text the word "GMAPS"to466453 _~z ~ !~ c 53 s ~~ J '~., -~ - [ Ears (~ E i # ~. R vV Brlarnrn+ ~`~t', +N 9amnont $1 - - ~W( ~__ ~ JII{a z E Felrvlew AVe _ _ EFelrvlew AVe ~ EFalrvlew AVe i --terrace LaVm z~. ~ Mamodal t: ~eirell 6[ T o ~ _ _ R I~IT _ b ~ 3g 6 d ~ __ E-~rMce9r --) t~9~ _SS t)C Y i ~J_, ! G Cag9fesarw'W- ~1\~Ag~ `y~~ J.. E_~n611sh Dr _. E Prey ~ - -_,F ~L i Pf ~~ 1~,\ ~ I ~_ ~_ ~rBalaalcn__-~'2ei~ L.-. ~ - -'F_6rlm~+ooaor'_ i -- -I r ~ C _--- -.. @Pine Ave -~~-~ dine AVa EPma AVe --- _-._ . _ __ ___-~ _T. q ~_- -_- 9 ~~. -WEdecuhY90r `IZ. l ©2008 Goo le - Map~la ©2008 NA1 CloVardala Memorial Park 1 ti~"~ httn://mans. eooele. com/maps?f=q&h1=en&geocode=&q=4051+east+fairview+avenue,+m... 4/ 15/2008 DETAIL S.4 e~.°.M°N. g W. FNRVEW AVE. DET N _'~5 ~~~ cN°' DETAIL 'D' ~ry~ g. +~'IW 4ry 1A I ?~~~ g IZ I W b WN m 3 ~NI z O W H H- J a z RECC LOCATED IN THE NW1/ AND A RESUBDIVISION OF A I sECnoN ~ W. FAMiVEW AVE. UNPLATTED ` - - S 89'22'10' E 2e59.63' - -W_FANlVE1M T 636.14' S g - -1- - - -_-°° '° -S 86'22'10' E 867.23'- - N - -7 367.72' = = - 1 T EXISTING 20' IDAHO POKER EASEMENT 1 INSTRUMENT N0. 99097839 1 - EXIST. 10' MADE MOUNTAIN STATES TELEPHONE AND 1ELEGRAPH EASEMENT ~ INSTRUMENT NUMBER 9034208 ~ g O c" Iz ~I ~ .34' n 3 ~~ ~ ~i ~--- 81 ~ -- N i ~ I = h 4V ~h 3909 E. Fairview Ave. 365.90' w n N g z --__ --_- 572.16' --~-- S 89'35 23' E 808.50' - - - SEVER AND WATER EASEMENT IN FAVOR OF CITY OF MERIDIAN E%ISTING 20' IDAHO POKER INSTRUMENT NO. 99097639 W ~ #100-Quilted Bear I gi #110 a = #115-Payless Shoes O~ it~9f1_Fantactir_ .____ <r 04/28/2008 17 01 :34 2147480656 RAYMO ND HAKK15 PAGE ~,~, ~ / 21 t N. Record Street, Suite 222 Dallas, Te%as, 75202 Telephone 214!749.0626 Fa% 274/749.0801 FACSIMILE DATE ~~Q~ _~-.Y--(L_LO PROJECT ~ PP~//-- ] TRANSMITTAL . O L(J~ I ~ j~ ~ ('l~ ~~~/t TO ~~ v~a'-~ ~-4~~.1L L FAX ~~D O. ~UV" l V U __ ~ 7 /) RE ~ VlM ~Y t' U.I~V ~ 1 Cj6i l.i/ „~ ~1.~' I ~ ~'1~ --~•~~_ NO. OF PAGES INCLUDING COVER SHEET IF TRANSMISSION IS NOT COMPLETE, PLEASE CALL AN NOTIFY US SIGNED (~ I' I' ~ ~/ KMM ~Y/Y 660 E. Watertower Lane, Suite 202 Meridian, ID 83642 Phone: (208)884-5533 Fax: (208)888854 r..~ Jennifer Hernandez CITY O F ME RIDI AN Plannin g & Zoni ng From: Jenny Veatch, Assistant Planner Fax: 214-748-0656 Da4e: 4/25108 Phone: 214-290-7017 Re: Wal-Mart CZC, Meridian ID Pages: 3 (Including cover) CC: ^ Urgen! ^ For Review ^ Please Commen4 D Please Reply ^ Please Recycle •Comments Jennifer, I received your application today. I need 2 things to complete the application please. First, I need you to complete the circled portions on the second page of the application. Second, I need a written narrative describing what is being done. I have included a previous email between us and highlighted a portion that you could incorporate into your narrative regarding the project. I can finish processing your application after I receive these. You may fax them to me if you wish. Thank you, Jenny Veatch i zx2Fa ~' ....z ~- /~~' 8 9€fiee ~I~ ~9tkee lwae-vr+x~orrn~c+ssan,.~,.. ...., Y-_~~~-----o_ _ - a ~.`b (if primary or secondary point of connection is City water): ~X S ~ ~~ ~} ~~tBkHtlj` ~ ~BiFHh6H3EB ~} 13upie~ea ~ ~A4ulti"#e~il'f n ~,nt- w - ..~.,.. ^o~r r:a.._..i:,,,.x.1d_ ,,;,r,~,~~ ~nb"~T'-"PP ..F _.«-.L...my. T - _C ..«.~1..-..... - a _...,,.,.:~,_...,,:F.._~ /~/ I Seating-eegaeit~-: _ __: T..4..1 «. . .. Y Authorization Print applicant name: XN l I t'tt/Y v Applicant signature: ~~~ Date: o 660 . Watertowex Lane, Suite 202 • eridian, Idaho 83642 Phone: (208) 884-5533 Facsimile: (208) 888-6854 • Website: www.mexidiancity.oxg 2 Page 1 of 3 Jennifer Veatch From: Jennifer B. Hernandez [jbhernandez@RHAAIA.com] Sent: Wednesday, April 09, 2008 12:15 PM To: Jennifer Veatch Subject: Wal-Mart Exterior Changes Hi, Jenny. I left you a voice mail regarding this but also wanted to send you an email to cover my bases. I received a call from Brent Bjornson at the Bldg. Dept. today. Our building permit is ready to go but before he will issue it to the Contractor, he wants to make sure that the Planning Dept. is okay with the exterior changes that Wal-Mart is making. The changes are very minor. They include: repairing a ramp in front of the Garden Center, infilling three (3) doorways at the Garden Center, and extending the Garden Center back 12' (there is currently n sidewalk area behind the Garden Center and Wal-Mart will be removing this to be oble to extend the Garden Center). We are not affecting the footprint of the building in ony way. These changes are included on the original set of plans that was submitted back in January but Mr. Bjornson wanted to make sure that you were aware of the changes and were okay with them. Can you please get back with me on this and let me know what, if anything, we need to do to expedite this? He says that he will accept an email from the Planning Dept. or a fax stating that you are okay with Wal-Mart's exterior scope of work. This is separate from the paint and signage package that is currently being reviewed by Planning currently. Thanks, Jennyl Jennifer Hernandez 211 N. Record Street, Suite 222 Dallas, TX 75202 214-749-0626 -main 214-290-7017 -direct 214-748-0656 -fax From: Jennifer Veatch [mailto:veatchj@meridiancity.org] Sent: Thursday, April 03, 2008 4:09 PM To: Jennifer B. Hernandez Subject: RE: Wal-Mart Sign You're welcome! ~2enrt~ ~eata/c Assistant City Planner Meridian Planting Department 660 1;. Watertowex Laze, Suite 202 Meridian, ID 83642 208.884.5533 208.888.6854 (fax) veatchj(a~mexidiancit~. o~ From: Jennifer B. Hernandez [mailto:jbhernandez@RHAAIA.com] Sent: Thursday, April 03; 2008 3:11 PM ~, i ~ r ~ie ;t s ~ 1;> . Architect 211 N. Record Street, Suite 222 Dallas, Texas, 75202 Telephone 214!749-0626 Fax 214/749-0601 To: City of Meridian Planning Department Attn: Jenny Veatch 660 E. Watertower Lane, Suiie 202 Meridian, ID 83642-2300 DATE 04/24/08 I JOB: 07200 RE: 2007 Wal-Mart General Remodel #2862 Meridian, ID (072082) WE ARE SENDING YOU ©ATTACHED ~ ©PRINTSA^ SP O IF CATIONSI ^ DISK/ELECTRONIC FILE THE FOLLOWING ITEMS: ^ SHOP DRAWINGS riw t Planning Department Submission packet for Certificate Of Zoning Compliance t I I ~ Fee in the amount of THESE ARE TRANSMITTED: ^ FOR YOUR USE ©FOR REVIEW & COMMENT ^ AS REQUESTED © FOR APPROVAL ^ FOR ACTION AS NOTED ^ AS REQUESTED BY: REMARKS: Please accept the enclosed set of documents for review and ap royal re ardin the above- r____..ea ...,.~P~r Please do not hesitate to contact us if we may be of any assistance during your review rocess. Thank ou for our time. Jennifer Hernandez, Project Administrator 214-290-7017 IF ENCLOSURES ARE NOT AS NOTED, SIGNED Lar D. Crai head KINDLY NOTIFY US AT ONCE. ~ ~.. ~ ~} i .,`, =i,, t Architect 211 N. Record Street, Suite 222 Dallas, Texas, 75202 Telephone 214/749-0626 Fax 2141749-0601 TO: ~ , y,~1,y~+[}~~artment. F_. ~~~..,si..~: f +- ~gi DATE 06/06/08 I JOB: 07200 RE: 2007 Wal-Mazt General Remodel #2862 Meridian, ID (072082) I nl hfl y WE ARE SENDING YOU ©ATTACHED ^ UNDER SEPARATE COVER ,"~lA ~----"}-=°~ DISK/ELECTRONIC FILE THE FOLLOWING ITEMS: ^ SHOP DRAWINGS ®PRINTS ^ SPECIFICATIONS 1 I I I DRC Checklist Fee in the amount of $173.00 1 .Narrative 4 Color Elevations 4 Site Plans THESE ARE TRANSMITTED: ^ FOR YOUR USE ©FOR REVIEW & COMMENT ^ AS REQUESTED © FOR APPROVAL ^ FOR ACTION AS NOTED ^ AS REQUESTED BY: the enclosed set of not hesitate to contact us if we may be of review rocess. Thank ou for our time. Jennifer Hernandez, Project Administrator 214-290-7017 File IF ENCLOSURES ARE NOT AS NOTED, SIGNED Lar D. Crai head KINDLY NOTIFY US AT ONCE. ~~E IDIAN~=-- ~I~~~t Wal-Mart - Larrv D. Craighead AIAAIA A ( Planning Department DESIGN REVIEW ~ Application Checklist A11 applications are required to contain o=e copy of the following: Previously Provided X ' '. Descnp[ton Completed and signedAdminis[rative Review Application (If also submitting a concurrent application for Conditional Use Permit, design review wi hcation. Therefore, an Administrative Review application is 6e processed along with that app not necessary in this case; just check the Design Review boz on Commission & Counci Review Application and submit the informo al meets he following standards: Provide in a naaative letter, how the prop roof 1. Architectural Character: a. plinea ecesses and projectionsal ng a minimum of twenty peroen~ (20%) ofrthe length of the facade. b. Primary public entrance(s): The primary building entranceofsazcades shallazotala rrrinimum of architectural design of the building. Windows, awnings, 30% of [he Facade length facing a public street. c. Roof lines: Roof design shall demonstrate two or more of tet heil h[s nand e) cornTes'ng eaves, b sloped roofs; c) two or more roof planes; d) vazying parap g d. Pattern variations: At least two changes in one (or a combination) of the following shall be incorporated into the building design: color, texture and/ materials. e. Mechanical equipment: All ground-level and rooftop mechanical equipment shall be screened to the height of the unit as viewed from the property line. 2. Color and materials: Exterior building walls shall demonstrate the appearance ofhigh-quality materials of stone, brick, wood or other native materials. Acceptable materials include tinted or textured masonry block, textured architectural coated concrete panels, tinted or textured masonry block, or stucco or stucco-like synthetic materials. Smooth-faced concrete block, tilt-up concrete panels, or prefabricated steel panels aze prohibited except as accent materials. 3. Parking Lots: No more than 70% of the off-street parking azea for the structure shall be located between the front facade of [he structure and abutting streets, unless the principal building(s) and/or parking is/aze screened from view by other structures, landscaping and/or berms. 4. Pedestrian walkways: a prov ded from the pep etertsidewaa k to the main building entrance` The wa kwtl ysWadth shall be maintained cleaz of any outdoor sale displays, vending machines, or temporary structures. b. The internal pedestrian walkway shall be distinguished from the vehicular driving surfaces through the use of pavers, colored or scored concrete, or bricks. c. Walkways at least eight feet in width, shall be provided for any aisle length that is greater than 150 parking spaces or 200 feet away from the main building entrance. d. The walkways shall have weather protection (including but not limited to an awning or azcade) within 20 feet of all customer entrances. set r~z textures i/ CX Fee All requests far design review approval must n ~ t the procedureassaet f1 rt~~~~ UDC 11-5 and the criteria set forth in UDC 11-3A- 19 orthe dacurnent "Downtown Meridian Desi n Guidelines", pP APPLICATIONS WILL NOT BE ACCEPTED UNLESS ALL APPLICABLE ITEMS ON THE CHECKLIST AftE SUBMITTED. 660 E. Watertower Lane, Suite 202 • Meridian, Idaho 83642 Phone: (208) 884-5533 • Facsimile: (R08)~ ~ 08 854 • Website: www.meridiancity.org ~: jQ/~E IDIAN-- s~~l-lo aliveative fitll~fire proposed use - Information on any previous apprt Interest Planning Department CERTIFICATE OF ZONING COMPLIANCE Application Checklist e property, includtng me rouuwur~. or requirements for the requested use ~, by the property owner (If owner is a wrpoxation, _. _.__._... ,..d6,.dved oven Sanitary Service Com any ap royal for trash enclosure Xc access arrvc ts>a~„v~u °~•=r--•> A photometric test report for any light fixture(s) with a maximum output of 1,8001umens or more (see UDC 11-3A-11) Co y of the recorded lot that the ro erty lies within (8 ''/z" x 11") Address verification letter from Public Works (See Lynsey Todd 898-5500) Site Plan--4 copies (folded to 8 '/:" x 11" size) The followin items must be shown on the site Ian: Date, scale, north azrow, and pro'ect name (state notless than t"=50') Names, addresses, and telephone numbers of the developer and the person and/or parking stalls and drive aisles Trash enclosure(s) location • Detail of trash enclosure (must be screened on 3 sides) Location and specifications for underground irrigation (Pressurized irrigation can only be waived if ou rove no water ri hts exist to sub'ect ro e Sidewalks or athways (proposed and existing) • LoCatlon of pio used building On lot (include dimensions to properly lines) • Fencing (proposed and existing) Calculations table including the following: Number of parking stalls required & provided (specify handicap lr compact stalls) - Building size (sq. R.) - Lot size (sq. ft.) - Setbacks - Zonin district Reduction of the site ]an (8 ''/z" x 11") Landscape plan - 3 copies (folded to 8 %z" x 1 I" size) Plan must have a scale no smaller than 1 " = 50' (I " = 20' is preferred) and be an a standard drawing sheet, not to exceed 36" x 48" (24"x 36" is preferred). Aplan which cannot be drawn in its entirety on a single sheet must be drawn with appropriate match lines on two or more sheets. The followin items must be included on the landsca a tan: Date, scale, north arrow, and roject name Names, addresses, and telephone numbers of.the developer and the person and/or 660 E. Watertower Lane, Suite 202 Meridian, Idaho 83642 Phone: (208) 884-5533 Facsimile: (208) 888-6854 Website: www.meridiancity.org • ~, K~ All applications aze required to contain one copy of the followmg unless otherwtse noted -Staff. . • Stamp/signature of a landscape architect, landscape designer, or quaHlied nurseryman repaying the ]an • Existing natural features such as canals, creeks, drains, ponds, wetlands, floodplains, hi groundwater areas, and rock outcrop ings and species of all existing trees on site with trunks 4 inches or size • Location , , greater in diameter, measured 6 inches above the ground. Indicate whether the tree will be retained or removed • A statement of how existing healthy trees proposed to be retained will be ; ~~ protected from damage during construction ~~ ~--% • Existing structures, planting aeeas, light poles, power poles, walls, fences, berms, _ ~ ~ f parking and loading areas, vehicular drives, trash areas, sidewalks, pathways, ~~ ~, 44~,.,,,.I stormwater detention areas, signs, street furniture, and other man-made elements • Existing and proposed contours for all areas steeper than 20% slope. Berms shall °~~ be shown with one-foot contours ~~'" • Sight Triangles as defined in 11-3A-5 of this ordinance ~~~ • Location and labels for all proposed plants, including trees, shrubs, and ` i~Y J ~ ` ~, ~ gCOUndCOVEIS(Vees mustnot beplanted in CiTy water orsewer easements). SCale SllOWn fOT e i z lant materials shall reflect a proximate mature s ~ ~ • A plant list that shows the plant symbol, quantity, botanical name, common name, ' minnnum planting size and container, tree class (I, II, or III), and comments (for ,„ spacing, staking, and installation as ap ropriate) - ~r': • Planting and installation details as necessary to ensure conformance with all re aired standards ~ ' • Design drawing(s) of all fencin ro osed for screening urposes ~-~~; ~ • Calculations of project components to demonstrate compliance with the ' x requirements of this ordinance, including: ~ ~ - Number of street trees and lineal feet of street frontage - Width of street buffets (exclusive ofright-of--way) '" - Width of parking lot perimeter landscape strip - Buffer width between different land uses (if applicable) ~'. a "! - Number of pazking stalls and percent of pazking area with internal landscaping ~ ~ - Total number of trees and tree species mix ~ ~ ' - Mitigation for removal of existing trees, including number of caliper inches ~#~?" ~ ~~:; being removed ~ Reduction of the landsca a plan (8 ''/z" x 11") ~'~~` x ,3 Building elevations showing construction materials = If applying for approval of a public school, provide additional information as required by the Public School Facility su plemental checklist per §67-6519 Fee (If this project had rior ap royal on a site Ian, reduced fees may ap ly 4s r -t ACHD Acceptance: Applicant shall be responsible for meeting the requirements ofACHD as they pertain to this applicatiom All impactfees, ifarry, shall bepaidprior to the issuance ofa buildingpermit. Ifarry changes must be made to the site plan to accommodate the ACHD requirements, a new site plan shall be submitted to the City of Meridian Planning & Zoning Department for approval prior to the issuance of a building permit. Your building permit will not be issued until ACHD has approved your plans and all associated fees have been paid TH75 APPLICATION SHALL NOT BE CONSIDERED COMPLETE UNTIL STAFF HAS RECEIVED ALL REQUIRED INFORMATION 660 E. Watertower Lane, Suite 202 • Meridian, Idaho 83642 Phone: (208) 884-5533 Facsimile: (208) 888-6854 Website: www.meridiancity.org (Rev. 4/4/08) ,PAY ,... , 'F s =;h N N~ )b Q M 1~ S \V\ O _ •~~~~ C ~ a O w~ } '\~M d U ,\m~ ~~_ U J a 1 ~ . a 'v _ Z 1 J , F ,y ~ ~ ,~ b ~ (J C ~ H O m c ¢ w I- ~ ~ L LL . a o Z ....._ p p Q W d ro ~ Z Q p LL W p Q W Z ~ ~..` p ~ H ~ U ~ a w ~ U 6 _ ~ F U ~ U 2 D Z N T l J S Z ~ F ~m 2 Z ~ N U \ p m ~ CV o ~ ~ ~- a (~ Q Q ,~ j CITY OP -:C~eri~l~n 1` 33 E. Idaho Ave. \\r Meridian, ID 83642 _. ~ 1 II p Os 0'....~ Papnlaul sa,pleaj 6lwY a$ ~; >IB 9 u Ilat d - a ~ pp O O L (rj o N ,r, ~ ~' ~ Q i 1 ~ 7~ r(, Q ~ 6 p 6 S a~ =,U h, ~Y~O. 1+ an' m o~ 2 W N ~ 5'~+ uo ~.. 0 0 O O N p c N O ~ . y_ ~- 7.. (~ r w ~Z~dr' d ~ m -.a pFN ~ N C(nN = wr ~LLOr ii c mom v ~ dy og z a ~ ' r LL. Ud(OG } ~ a_ y~~ NOTE: This is not a Bui/diuP Permit E IDIAN~= Prior to any construction, you should contact the Buildine Department at (2081 887-2211 to verify if any ~ ®,A FI ® additional permits and/or inspections will be required by the Meridian Buildine Department. CERTIFICATE OF ZONING COMPLIANCE'S 10.2008 Project Name/Number: Wal-Mart Remodel -CZC-08-016 `~ "' ' JUN ~ ~1~0~ ~t~ Owner/Applicant: Wal-Mart Real Estate Business Trust d::..ol~~ ~~ I !~ I A fW N Site Address: 4051 E. Fairview Avenue Proposed Use:. Exterior remodel of an existing 206,347 s.f. rg ocery/retail store Zoning: C-C Comments: Conditions of Ap rp oval: Project is subject to all current City of Meridian ordinances. The issuance of this permit does not release the applicant from any previous requirements of the other permits issued for this site. Seasonal display areas are not approved with this Certificate of Zoning Compliance and will be required to obtain a separate Temporary Use Permit from the Meridian City Clerk's Office (208) 888- 4433. Landscaping: Landscaping on the site is existing and changes aze not proposed with this CZC application. The landscaping shall be retained and protected during the construction period. The Landscape Plan prepazed by The Land Group, dated August 20, 2001 and labeled Sheet L-1 R and L-2R, is approved (stamped "Approved" on June 10, 2008 by the Meridian Planning Department) with no changes. The approved landscape plan is not to be altered without prior written approval of the Planning Department. No field changes to landscape plan permitted; prior written approval of all material changes is required. Site Plan: The Site Plan prepared by Larry D. Craighead, on 12/10/07, labeled Sheet SPI, is approved (stamped "Approved" on June 10, 2008 by the Meridian Planning Department) with no changes. The approved site plan is not to be altered without prior written approval of the Planning Department. Elevations: No elevations are proposed with this project. Irri ag tion: An underground, pressurized imgation system must be installed to all landscape azeas per the approved specifications and in accordance with UDC 11-3A-15. Protection of Existin Trees: Any existing trees on site must be protected or mitigated for in accordance with the Tree Preservation section of the City's Landscape Ordinance. Per UDC 11-3B-10, coordinate with the Pazks Department Arborist (Elroy Huff, 888-3579) for approval of protection/relocation measures for the existing trees prior to construction. Any severely damaged tree must be replaced in compliance with UDC 11- 3B-10-C.5. Pazking: The proposed pazking azeas shall be paved and striped in accordance with UDC 11-3C and 11-3B. Project engineer/architect shall certify that the number and size ofhandicap-accessible spaces conforms to the Americans with Disabilities Act (ADA). Handicap accessible stalls must have signage in accordance per ADA and signed accessible. Curbing: Per UDC 11-3B-SI, all landscape azeas adjacent to driveways, pazking lots, or other vehicle use areas, must be protected by curbing, wheel stops, or other approved protective devices. Curbing may be cut to allow for storm water runoff. Sidewalks: All sidewalks shall be constructed in accordance with 11-3A-17. Sidewalks shall be constructed prior to occupancy. Drainage: Storm water drainage swales shall not have a slope steeper than 3:1, shall be fully vegetated, and shall be designed in compliance with UDC 11-3B-11 and UDC 11-3A-18. Li tin :Lighting shall not cause glare or impact the traveling public or neighboring development and comply with lighting standards as defined in UDC 11-3A-11. Ski _na~e: No signs are approved with this CZC. All business signs will require a separate sign permit in compliance with UDC 11-3D. Trash Enclosure: All dumpster(s) must be screened in accordance with UDC-11-3A-12. Trash enclosures must be built in the location and to the size approved by SSC. Handicap-Accessibility: The structure, site improvements and parking azeas must be in compliance with all federal handicap-accessibility requirements. ACHD Acceptance: All impact fees, if any, shall be paid prior to the issuance of a building permit. If any changes must be made to the site plan to accommodate the ACHD requirements, a new site plan shall be submitted to the City of Meridian Planning staff for approval prior to the issuance of a building permit. Certificate of OccuDaIICy: All required improvements must be complete prior to obtaining a Certificate of Occupancy. All changes in occupancy need to comply with the requirements of the Building Department. It is unlawful to use or occupy any building or structure until the Building Official has issued a certificate of occupancy. A certificate of occupancy or temporary certificate of occupancy is obtained from the Building Department (208) 887-2211 after inspections aze complete and the field inspection record is returned to the Building Department. Plan Modifications: Except for the changes mentioned above, the approved Site Plan, Landscape Plan stamped "Approved" on June 10, 2008, and Elevations, and aze not to be altered without prior written approval of the Planning Department. No significant field changes to the site or landscape plans aze permitted; prior written approval of all changes is required. - Note: If the plat for the subdivision in which this property lies has not been recorded, all subdivision improvements shall be installed prior to occupancy of the first structure in the subdivision. J y Veatc Assistant City Planner *This letter does not indicate compliance with requirements of other departments/agencies, including, but not limited to, Ada County Highway District, Central District Health Department, affected irrigation district(s),- Meridian Sewer, Water, Building or Fire Departments, Sanitary Services Co., etc. This letter shall expire one (1) year from the date of issuance if work has not begun. 04/28/2008 17:34 2147480656 J ir~~.u 4't~1tl, *~, ~V f311G~1~Y~ ~ ! ; II).11 ~t1 ~~~R,R.,y .. ~- ~4 1. p,^0. V !iy.^ 1 : i~'i ~ e o>f Itcview Requested (check all Chat apply) ^ Accessory Use ^ Alternative Compliance t~ Certificate of 7.oning Co>Inpliance ^ Conditional Use Permit Minor Modification ^ Design Review ^ Private Street ^ Property Boundary Adjustrnent D Short Plat ^ Temporary Use Cert~cate of. Zoning Compliance d Time Extension (Director) ^ Vacakion ^ Other Inforn~acfon HARRIS PAGE 03 ~'lanltldng De~palrtlmelnt ~ STZZATIVE REVIEW APPLICA.TIUN •File• number(s) NL. • , '• . • . ,a `"~,.`~ .~ Y , '~: ~~~~~ :~~ .. ~ ~ , ~''J . Pro, j ct dame: ~ '~•. (+L't ~ Dat Elect!' '~ •Date corrgpPete;' ~ i9siii eid•Flanoex: •.~ ''' ,, ~~, Raba ~f}~~: I . 'r.: :. • ~ ' ,I, • '. d ~ :~ ~~'',I: .~ .,J Applicant name: ~ennlrer rtemandez 214-749-0828 ext. 117 Phone- Applicant address:: 211 .Record Slree Sulte 222 Pallas 7X lip; 75202 Applicant's inter~:st in property: ^ Own ^ Reat ^ Optioned D,tother Perrnft Coordinator for Architect of Record Owner name: Wal-Ma Real E tale Business Tru Owner address: 702 S.W. 8th Street, Bentonville, AR Agent name (e.g.; architect, engineer, developer, representative): Finn narge: Lar7V D, Craighead AIA Architect Phone: 479- 04-0220 Zip; 72716 D. Craighead AIA Architect Phone: 214'749-0626 exC. 104 Zip: 75202 Address: 211 N. Record Straaf Rni~c ~~~ n~u~o w Primary contact is: Sl Applicant ^ Owner ^ Agent ^ Other Contact n,amc: Jennifer Hernandez E_m~l; ibhemandez®rhaala.com Infotmabion ,...~ Phone: X14'748-0628 ext. 117 Fax: 214748-0666 Loca6ob/sgceot address: ao51 East Fainrir3w Avenue. 83842 _ Assessor°s parcel number(s): _ 87395670300 Township, range, section: 3N1 E09 Total ai Current land use:. CommerciaUMercantile Current 6601:.Wa#ertower~ne,Sui~;e?.02 r phone: (208) 884-SS33 • Facsimile; (208) 888-6854 1 10.541 • district: • C-C linr,~, Idahn 83643 Webstte: www,merldiancity.org 04/28/2008 17:34 2147480656 RAYMOND HARRIS PAGE 04 Projecdsubdivision rlargte: Wal-Mart General description of proposed project/xequest: Please s®s enclo~ed narrelive. Proposed zoning district(s): N/A Acres of each zone proposed: N/A Type of use proposed (check all that apply); © Residential Co:~grr-ercjal ^ Offlee ^ Industrial ^ i A,m~uities provided with thjs development (if applicable):_ N/A - Who will own & maintain the pressurized irrigation system in this Which jxxlgation district does tlli3 property lie within? N/A •,.~ Primary irrigation souroe: _N/A ca, Square footage o!' landscaped areas to be litigated iifprunaly or ~e~f~weHin~:w)-pfepe9es}; ~3 Ssvagle-€s~3f ~ Tew~l~es A• ~1e~teg •B• 1~1~~ Non-resfden~tial Pro Number of buildinb lots: 1 ~ Other to#. Gross floor area proposed: _ N/A $xisting (i k~ours o~'operation (days and hour.): M-Su; 8a-10p Pexcen#age of site/project devoted w the following: Landscaping: $uilding: • 100% Total number of employees: _ 76 Maldmum, number of Number at~d ages oPstudents/children (jf applicable): N/A Total number of parking spaces provided; 1,027 Number of A,athorizaglon Print applicant name: Applioant signature: - that ',evelopm~,nt7 N/A mdary: _ N/A cy point of eumeetiou is Cily cater): _ FXJ T,~°y_ III G ,.~ fie wA applicable): , ~08,347SF $ui lding height: _ 30,-U° ___, Paving: s at any one time• 20 _ Seating capacity: NIA spaces provided• N/A ~ 660. Watettowc~ Labe, Suite ~1 • M9 dian, Idaho 836.1a ~ Pt7olto: (208) $84-5533 Facsimitc_ (208) 688-6854 • Webei[e; v+~vwameddiancitY.org 2 DRC NARRATIVE OF JUNE 6, 2008 Exterior Modifications to Existing Wal-Mart Store #2862 in Meridian, ID General Remodel is mostly interior work, but modifications to the exterior aze as follows: Per newer building codes, Wal-Mart is able to eliminate some of its exit doors. They want to remove the access aisle between the outdoor fenced garden center and the building and incorporate it into the outdoor fenced azea. Currently the space gets used for outdoor storage. Incorporating it into the outdoor fenced garden center would help clean up what is currently a messy area. 2. The concrete around the curb ramp to the garden center entrance is in need of repair. The remodel scope of work is to repair the ramp to match existing. 3. Wal-Mart is revising its Auto Center oil tanks to be compliant with current NFPA, NEC, and UL codes. To meet this requirement, the existing fence storage needs to be expanded and divided into two (2) azeas to allow for the storage of the Customer Do-It-Yourself tank and still meet separation requirements for separation from both the existing building and the storage of combustibles such as used tires and batteries. Along with this change, Wa1-Mart is reducing the number of oil filter being currently stored outside the fence enclosure to one (1) which will be stored outside the fence enclosure as well. It was determined that enlarging the existing enclosure by 80 sf has less impact on the site than adding a new separate enclosure that would be about 120 sf. 4. Wal-Mart recently changed their corporate signage and building colors and would like to change those on the stores to reflect this. The new exterior colors are still neutral tans and browns, but no longer include the blue accents Wal-Mart will even replace the blue metal standing metal roof with new brown standing seam roof. Per eazlier conversations with the City, there were no issues with changing the exterior colors. The new exterior signage will be a reduction in overall squaze footage from the original signage. The light source for the lit "Wal-Mart" sign will be changed from the fluorescent to more energy efficient LED lighting. All the signage changes have been previously submitted to the Planning Department under a sepazate submittal sent in on 03/28/08. Approval of this signage has already been issued. 5. Plans were submitted to the Meridian Planning Dept. for review on 04/24/08. Approval with conditions was granted on 05/15/08. This submission contains responses to the conditions of approval from the first initial review. Fence at the Gazden Center and Auto Center Environmental Cage will be Black PVC Coated Chain Link with Tan Windscreen to Match the building colors mounted on the inside of Fence. Auto Center Cage structure will be painted to match the adjacent walls. Color samples and elevations aze attached. In addition, Site plan has been high lighted to show proposed fence areas as well as parking lot sales area and proposed Bale Pallet storage fence at reaz of site. 04/28/2008 17:34 2147480656 RA General Remodel is rrtostly interior work, but modi .Per hewer building codes, Wal-Mart is doors. They want to remove the access garden center and the building and into Currently the space gets used for outdoi outdoor fenced garden center would hel area. 2. 3. 4. The concrete around the curb ramp to tb repair. The remodel scope of work is to Wal-Mart is a•evlsillg its Auto Center oil NFPA, NEC, and 17L codes. To xaeet tT storage needs to be expanded and divide storage of the Customer Do-Zt-Yourself requiurements for separation from both th corttbustibles such as used tires and batte Mart is reducing the number of oil filter fence enclosure to one (1) which will be well. It was determined that enlarging tk~ impact on the site than adding a new sep, l20 sf. :Wal-Mart recently changed their corpora would like to change those on the stores t colors are still neutral tans and browns, b~ Wal-Mart will even replace the blue meta brown standing seam roof. Per earlier co' no issues with changing the exterior coloa a reduction in overall square footage ficotx source for the fit "Wal-Mart" sign will be more energy e~~lxcient LED lighting. Al] t previously submitted to the Planning Dep sent in on 03/28/08. Approval of this sign HARRIS PAGE 02 to the exterior are as follows: >le to eliminate some of its e~cit isle between the outdoor fenced orate i1: into the outdoor fenced area. storage. Incorporating it into the clean up what is contently a messy garden center entrance is in need of :pair the ramp to match existing. mks to be compliant with current requirement, the existing fence into two (2) areas to allow for the nk and still meet separation existing building and the storage of es. Along with this change, ~V'a1- ;ing currently stored outside the ored outside the fence enclosure as existing enclosure by 80 sf has less ate enclosure that would be about signage and building colors and reflect this. The new exterior t no longer iuaclude the blue accents standing metal roof with nets versations with the City, there were . The new exterior signage will be the original signage. The light :hanged fro~nn the fluorescent to .e signage changes,have beer, ttment under a separate subnmittal ge has already been issued. 5. Plants were submitted to the ACHD fox re iew on 02/1/03. Approval with conditions was granted on 03/31/08. AC is requiring Wal-Mart to modify their curb ramps at the sidewalks in order o bring them up to current ADA codes. This is being currently handled by t e Wal-Mart Maintenance Division. ~ _ ~ ~~ ~~ioS~~B ws RECORDED - REQUEST OF • :1DA COUNTY RECORDER ~ O 1.OAYIp HAYARRO t.r~ssF. t.~.::~ FEE `DEPUTY 2fl~Q17Y _q ti;~i1~ G7 (60035283 ,.,._ ` at „„r,~FT,~.~ When recorded return ta: lvls. Adele E. Lucas Wal-Mart Stores, Inc. 2001 S.E. 10~ Street Bentonville, AR ?2712-6489 SPECIAL WARRANTY DEED For Value Received: Developers Diversified Realty Corporation, an Ohio corporation ("Grantor"), does hereby grant, bargain, sell and convey unto Wal-Mart Real Estate Business Trust, a. Delaware business trust, whose current address' is 2001 S.E. 10'~ Street, Bentonville, Arkansas 72712-6489 ("Grantee"), the following described premises, in Ada County, Idaho, to wit: See Exhibit A attached hereto TO HAVE AND TO HOLD the said prenuses, with their appurtenances unto the said Grantee and said Grantee's successors and assigns forever. And the said Grantor does hereby covenant to and with the said Grantee, that Grantor is the owner in fee simple of said premises; that said premises are free from all encumbrances except those matters listed on Exhibit B attached hereto and made a part hereof, and that Grantor will warrant and defend said premises from all lawful claims claimed by, through or under Grantor except as set forth on Exhibit B. Dated: April 12 , 2000 ATTEST: DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation ,• ~. l~ Joa' U. Allgood, ; ecretary 7'E}i~eb 3441b4.02 OM10l00 David M. Ja stein Its: Presiders ~ Chief Operating Officer ~~"~~ I'~r~grQJL~zc~+OZ-Q~ ~;~ ~ i i STATE OF OHIO ) SS: COUNTY OF CUYAHOGA ) BEFORE ME, a Notary Public in and 'for said County and State, personally appeared David M. Jacobstein, President and Chief Operating Officer of DEVELOPERS DIVERSIFIED REALTY CORPORATION,. the corporation which executed the foregoing instrument, who aclrnowledged that he did sign the foregoing instrtunent for, and on behalf of said corporation being thereunto duly authorized by its Boazd of Directors, that the same is his &ee act and deed as such officer and the free act and deed of said corporation. IN. TESTIMONY WHEREOF, I have hereunto set my hand and official seal at Beachwood, Ohio, this 12th day of Aprii, 2000. ELIZABETH A..~ RY' ~r Notary Pubiic, State gt Ob~,;~a,.Cly. , Yly Commission Expires tket.!(i'~bo3 «`~ !•' .. .;,.., TEH:seb 344164.02 04/10/00 2 EXHIBIT A Project No. 9925000 .~ January 24, 2000 Revised February 3, 2000 Revised April 6, 2000 DESCRIPTION FOR PROPOSED RECORDS EAST SUBDIVISION LOT 1, BLOCK 1 A parcel of land located in the NE1l4 of the NW1l4 and the NW1/4 of the NE1l4 of Section 9, T.3N., R.1 E., B.M., City of Meridian, Ada County, Idaho, more particularly described as follows: Commencing at the comer common to Sections 4, 5, 8 and the said Section 9; thence South 89°22'10" East, 2659.63 feet along the North line of said NW1l4 of Section 9 to the 1/4 comer common to said Sections 4 and 9; thence along the North-South mid-section line of said Section 9 South 00°48'14" West, 60.00 feet to the REAL POINT OF BEGINNING; thence •South 89°22'32" East, 528.59 feet on a line parallel with and 60.00 feet South of the North line of the said NW1l4 of the NE1/4 of Section 9; thence South 00°24'37" West, 249.15 feet; thence South 89°35'23" East, 60.48 feet; thence South 00°48'14" West, 560.63 feet; thence North 89°35'24" West, 590.79 feet to the intersection with the West line of the said NW1l4 of the NE1l4 of Section 9; thence South 00°48'14" West, 9.09 feet along said west line to the northeast comer of Crossroads Subdivision No. 6; thence along the northerly boundary of said Crossroads Subdivision No. 6, North 89°35'32" West, 569.33 feet to a point on the easterly right-of-way of N. Records Avenue, and the beginning of anon-tangent curve to the left; thence along said easterly right-of--way the following three courses: thence along said curve 84.19 feet, said curve having a radius of 238.45 feet, a Page 1 of 2 .. :.. ... central angle of 20° 13'46" and a long chord of 83.75 feet which bears North 14°OT53" West; thence North 22°18'38" West, 2.62 feet to the beginning of a tangent curve to the right; thence along said curve 14.36 feet, said curve having a radius of 143.75 feet, a central angle of 05°43'32" and a long chord of 14.36 feet, which bears North 19°04'32" West; thence North 00°25'00" East, 444.31 feet; thence leaving said easterly right-of-way South 89°32'42" East, 402.24 feet; thence North 00°24'37" East, 280.60 feet to a point on the southerly right-of-way of W. Fairview Avenue; thence along. said right-of--way South 89°22'10" East, 199.51 feet to the Real Point of Beginning. Containing 19.31 acres (841,285 square feet) more or less. Prepared by: NUBBLE ENGINEERING, INC. JJMeddfanCrossroads2/PJS/vw/Lo11.a~x~ Patrick J. Scheffler, P.L.S. Page 2 of 2 '. . ' ,. EXHIBIT B Permitted Exceptions 1. The premises described herein is located within the boundaries of the NAMPA- MERIDIAN Inrigation District and is subject to any assessments levied thereby. 2. The premises described herein is located within the boundaries of the Ciry of Meridian and is subject to any assessments levied thereby. Any rights, interest or claims which may exist or arise by reason of the facts shown on the survey by Hubble Engineering, Job No. 99-243, dated Apri13, 2000. 4. Agreement dated March 27, 1922 between Nampa & Meridian Irrigation District and J. H. McBirney and Bessie O. McBimey recorded May 22, 1922 as Instrument No. 99731, Ada County, Idaho records. 5. Negative Easements and Restrictions and the terms and conditions thereof contained in Warranty Deed from Charles H. Stewart and Alice E. Stewart to the State of Idaho recorded January 24, 1956 as Instrument No. 389346, Ada County, Idaho records. 6. Minerals and Mineral rights as reserved by Upland Industries Corporation by Special Warranty Deed recorded August 31, 1990 as Instrument No. 9047045, Ada County, Idaho records. 7. Easement and the terms and conditions thereof contained in Easement Deed between Upland Industries Corporation and Mountain States Telephone and Telegraph Company recorded June 28, 1990 as ]nstrument No. 9034208, Ada County, Idaho records. $. Easement and the tcnms and conditions thereof contained in Underground Power Line Easement between TFCM Associates, LLC and Idaho Power Company recorded October 1, 1999 as Instrument No. 99097639, Ada County, Idaho records. Negative easements, restrictions, terms and conditions in favor of the State of Idaho contained in Deeds recorded December 11 and 12, 1956 as Instrument Nos. 404072, 404073 and 404474, Ada County, Idaho records. 10. A Dedication in Perpetuity for the sale and exclusive use for cemetery purposes for burial of human dead as evidenced in the Plat for Terrace Lawn Memorial Gardens reco*ded July 30, 1969 as Instrument l~io. 562092, Ada County, Idaho records. 11. Terms and provisions of City of Meridian Ordinance No. 861 recorded March 30, 2000 as Instrument No. 100023730, Ada County, Idaho records. 12. Any lack of a right of access to and from the premises. 13. Easements, reservations, restrictions, designations and dedications as shown on the official plats and Instrument Nos. 365366 and 562092 of said subdivision. 14. Taxes and assessments, both general and special, which are a lien but not yet due and payable. 15. Zoning ordinances, if any. ~ ~ WAL~MART ~ O~V~S~OM b- MiAL.M ART STb Rl ~. AMC. Document Separator Form ,. 1• TRUST AGREEMEtiT OF 'VE'AL-MART REAL ESTATE BUSINESS TRUST v ~ ~ '-`. TRUST AGREEMENT OF WAL-MART REAL ESTATE BUSI~~TESS TRUST This TRUST AGREEMENT is made as of the 18th day of September, 1996, by and among Wal-Mart Property Co., a Delaware corporation, as Settlor, David Glass, as Managing Trustee, and Wilmington Trust Co., as Statutory Trustee. V~ITNESSETI3: WHEREAS, the Settlor desires to establish a business trust under and in accordance with Chapter 38 of Title 1~ of the Delaware Code, Part V, §§3801 et sew. (the "Delaware Business Trust Act") for the purpose or purposes of engaging in any lawful act or activity for which business trusts, may be organized under and in accordance with the provisions of the Delaware Business Trust Act; and W1lEREAS, the Managing Trustee is willing to undertake the provision of services and such other lawful business purposes on the terms and conditions Set forth herein. NOW THEREFORE, the Settlor hereby expressly declares that there is created a business trust under provisions of the Delaware Business Trust Act, and the Settlor hereby transfers and delivers to the Managing Trustee certain property in trust under and i:n accordance wrth the Delaware Business Tnist Act as set forth herein: FURTfiER, the Managing Trustee hereby declares (i) that all property, real or personal, tangible or intangible, or of any other description now held or hereafter acquired by him in his capacity as Managing Trustee, together with the income and profits therefrom and the proceeds thereof, shall be held by him in trust and shall be received, managed and disposed of by him for the benefit of the Beneficial Owners hereunder subject to the, terms and conditions provided herein; and (ii) that all activities of the Trust shall be conducted in accordance with the provisions of this Agreement and the Delaware Business Trust Act. ARTICLE I Definitions and Construction Section 1.1. Definitions. Whenever used in this Agreement, unless the context otherwise requires, the terms defined below shall have the following meanings: (a) Agreement means this Trust Agreement of the Wal _iV1art Real Estate Business Trust, together with all subsequent amendments and modifications. L:coRr~suns~wM.~ - 1 - .4 (b) Beneficial Interest means the beneficial interest of the Beneficial Owners in the Trust. (c) Beneficial Owner means the Initial Beneficiary and other owners of Units as set forth on the books of the Trust, and "Beneficial Owners" shall mean all the owners of Units collectively. (d) Business Dav means any day on which the principal office of Wal-Mart Stores, Inc. is open for business. (e) Bvlaws means the Bylaws referred to in Section 4.4, if adopted. (f) Delaware Business Trust Act means Chapter 38 of Title 12 of the Delaware Code, Part V §§3801 et sec .., as maybe amended from time to time. (~) Initial Beneficiary means Wal-Nlart Property Co., a Delaware corporation. (h) Managing Trustee means, initially, David Glass, and his successors serving in the capacity as Managing Trustee under this Agreement. (i) Person includes individuals, corporations, limited partnerships, general partnerships, limited liability companies, joint stock companies or associations, joint ventures, associations, consortia, companies, trusts, banks, trust companies, land trusts, common law trusts, ~- business trusts or other entities, and governments and agencies and political subdivisions thereof (j) Securities means (i) any stock, shares, voting trust certificates, bonds, debentures, notes, or other evidences of indebtedness or ownership, (ii) in general, any instruments commonly known as securities, or (iii) any certificates of interest, shares or participation in temporary or interim certificates for, receipts for, guarantees of, or warrants, options or rights to subscribe, in any of the foregoing. (k) Settlor means Wal-Mart Property Co.. a Delaware corporation. (1) Statuto Trustee means Wilmington Trust Co., solely in the capacity as Statutory Trustee for the purpose of qualifying the Trust as a Delaware business trust, and any successor Statutory Trustee hereunder. (m) Trust means the Wal-Mart Real Estate Business Trust, the business trust established hereunder. (n} Trustees means, as of any particular time, those Persons who serve and hold office as Managing Trustees or the Statutory Trustee hereunder at such time, whether they be the Trustees named herein or additional or successor Tntstees. "Trustees" does not include the officers, representatives or agents of the Trust or the Settlor; provided, however, that nothing L:CORPISLBS\WM.TR - Z - herein shall be deemed to preclude the Trustees from also serving as officers, representatives or agents of the Trust, the Settlor. (o) Trust Property means, as of any particular time, any and all property, real or personal or otherwise, tangible or intangible, transferred, conveyed, or paid to the Trust or to the Trustee as Trustee, and all rents, income, profits and gains therefrom, together with the proceeds from the sale or other disposition thereof which at such time are owned or held by the Trust or the Trustee in his capacity as Trustee. Section 1.2. Construction. In this Agreement and in any amendment hereto, references to this Agreement and to "herein," "hereof' and "hereunder" shall be deemed to refer to this Agreement as a whole as amended or modified. References to the masculine gender shall include the feminine and neuter genders. Words in the singular number include the plural and the plural number include the singular. ARTICLE II Purpose and \ature o~ Trust Section 2.1. Name. The Trust created b}~ this Agreement shall be known as the Wa1- Mart Real Estate Business Trust. So far as maybe practicable, legal and convenient, the affairs of the Trust shall be conducted and transacted under that name. The name of the Trust may be changed at any time without the approval of the Beneficial Owners. Section 2.2. Declaration of Trust. The 1Vlanabring Trustee hereby declares that he will hold and administer the Trust Property in trust in accordance with and subject to the terms and conditions set forth herein, for the use and benefit of the Beneficial Owners. Section 2.3. Purposes and Powers. The purposes and nature of the business of the Trust are (i) to acquire, own, hold, operate, manage and maintain the Trust Property; (ii) to assume, perform and discharge any and all obligations and liabilities assumed in connection with the acquisition, ownership, holding, operation, management and maintenance or other dealing with the Trust Property; (iii) to engage in and carry on any activities related to or incidental to any of the foregoing; and (iv) to do, perform and undertake such other activities as may be required in connection with the distribution of Trust Property and proceeds to Beneficial Owners. In furtherance of the above purposes, the Trust shall have the power (i) to enter into, perform and carry out contracts or agreements of any kind necessary or incidental to the accomplishment of the purposes of the Trust; (ii) to borrow money and to insure evidences of indebtedness on behalf of the Trust and to secure the same by mortgage, security interest or other lien on any or all of the Trust Property; (iii) to sell, exchange or otherwise dispose of all or any part of the Trust Property; and (iv) to engage in and carry on any other activities necessary or incidental to the accomplishment of the Trust that may be engaged in or carried on by a business trust under the Act. ., L:CORP\SL18S\W141.TR ' ~ ..~ .. Section 2.4. Principal Office. The Trust shall have and maintain a registered office in the State of Delaware at the Statutory Trustee's office. The trust may maintain other offices within or without the State of Delaware as the Trustee may from time to time determir-e. The original, or a copy, of this Agreement, and any amendment or supplement hereto, shall be kept at tl~e registered office of the Trust in the State of Delaware, where it may be inspected by the Beneficial Owners upon reasonable notice. Section 2.5. Nature of Trust. The Trust is a business trust of the type referred to in Section 3801(a) of the Delaware Business Trust Act. The Trust is not intended to be, shall not be deemed to be, and shall not be treated as, a general partnership, limited partnership, joint venture, corporation or joint stock company or association for purposes of Delaware law or the laws of any other state of the United States. Neither the Trustees nor the Beneficial Owners shall be deemed to be, or be treated, in any way as partners or joint venturers or as agents of one another, or liable or responsible as such hereunder. The relationship of the Beneficial Owners to the Trustee shall be solely that of the beneficiary of the Trust and its rights shall be limited to those conferred upon it by this Agreement and the Delav~~are Business Trust Act. Section 2.6. Certificate of Trust. The Statutory Trustee shall cause to be filed on behalf of the Trust a Certificate of Trust with the Delaware Secretary of State. ARTICLE III T~xstees Section 3.1. Acce tance of Trust and Duties. The Trustee accepts the Trust hereby created and the duties created hereunder and agrees to perform the same, but only upon the terms of this Trust Agreement. The Trustee shall not be answerable or accountable to the Trust or the Beneficial Owners under the circumstances except for their own respective willful misconduct or gross negligence and except for liabilities that may result from the failure of the Trustee to perform its obligations under Article IV hereof. Section 3.2. Number and Qualifications of Managing Trustees. There shall be no fewer than one (1) and no~more than nine (9) Managing Trustees. The initial Managing Trustee shall be the Managing Trustee executing this Agreement. The ?Vanaging Trustee may from time to time fix the number of Trustees within the range established in this Agreement and may change the range in the authorized number of Managing Trustees so long as there is never less than one Managing Trustee. The Managing Trustees shall be individuals at least 21 years of age who are not under legal disability. The Managing Trustees in their capacity as Managing Trustees shall not be required to devote their entire time to the business and a#faus of the Trust. Section 3.3. Term of Office. Each Managing Trustee shall hold office for a term of one year and until the appointment and qualification of his successor. At each annual meeting of the Beneficial Owners, the Beneficial Owners shall appoint successors to the Managing Trustees. Managing Trustees may be reappointed without Limit as to the number of times. r.:co~svt3slwNt.~rx - 4 - Section 3.4. Com ensation and Other Remuneration of Manaaina Trustees. The Managing Trustees shall not be compensated for their senrices as Managing Trustees. They shall, however, be reimbursed for their reasonable expenses incurred in connection with their services as Managiung Trustees. . Section 3.5. Resin ation or Removal of Man nine Trustees. (a) The Trustee or any successors thereto may resign at any time without cause by giving at least 30 days' prior written notice to the Beneficial Owners, such resignation to be effective upon the acceptance of appointment by a successor Trustee. In addition, a majority of the Voting Units may, at any time, remove a Trustee without cause by an instrument in writing delivered to that Trustee. In the case of the resignation or removal of the Trustee, a majority of the Voting Units may appoint a successor having the qualifications set forth in paragraph (c) of tlus Section by an instrument signed by a majority of the Voting Units. Zf the holders of a majority of the Voting Units shall not have appointed a successor Trustee within 30 days after such resignation or removal, the Trustee may apply to any court of competent jurisdiction to appoint a successor Trustee to act until such time, if any, as a successor shall have been appointed by the holders of a majority of the Voting Units as above provided. Any successor Trustee so appointed by such court shall immediately and without further act be superseded by any successor Trustee appointed by the holders of a majority of the Voting Units within one year from the date of the appointment by such court. Each successor Trustee hereunder shall be deemed either a "Managing Trustee" or the "Statutory Trustee", as appropriate, for all purposes hereof. (b) Any successor Trustee, whether appointed by a court or by the holders of a majority of the Voting Units, shall execute and deliver to the predecessor Trustee an instrument accepting such appoiuntment, and thereupon such successor Trustee, without further act, shall become vested with all the estates, properties, right, powers, duties and trusts of the predecessor Trustee in the Trust hereunder with like effect as if originally named as Trustee .herein; but nevertheless upon the written request of such successor Trustee, such predecessor Trustee shall execute and deliver an instrument transferring to such successor Trustee all the estates, properties, rights, powers and trusts of such predecessor Trustee and such predecessor Trustee shall duly transfer, assign, deliver and pay over to such successor Trustee any property or money then held by such predecessor Trustee upon the trusts herein expressed. Section 3.6. Vacancies of Manaa~ Trustees. If the Managing Trustee ceases to be Managing Trustee hereunder, whether by reason of resignation, removal, incapacity, death, bankruptcy, dissolution or otherwise, such event shall not terminate the Trust or affect its continuity. Until vacancies are filled, the remaining Managing Trustees or Managing Trustee may exercise the powers of the Managing Trustee hereunder. Vacancies (including vacancies created by increases in the number of Trustees) may be filled for the unexpired term by the remaining Managing Trustee or by a majority of the remaining Managing Trustees. If; at any time, no Managing Trustees remain in office, successor Trustees shall be appointed by the Beneficial Owners as provided by Section 6.7 ~:coz~r~sL~es\wM.rit - 6 Section 3.7. Successor and Additional Mana ~na Trustees. The right, title and interest of the Managing Trustee in and to the Trust Property shall vest automatically in successor and additional Managing Trustees upon their qualification, and they shall thereupon have all the rights and obligations of Managing Trustees hereunder. Such right, title and interest shall vest in the Managing Trustees whether or not the appropriate transfer documents have been executed and delivered pursuant to Section 3.5 or otherwise. Appropriate written evidence of the appointment and qualification of successor and additional Trustees shall be kept with the records of the Trust. Upon the resi~ation, removal or death of a Trustee, such Trustee (and in tlZe event of his death, his estate) shall automatically cease to have any right, title or interest in or to any Trust Property, and the right, title and interest of such Trustee in and to the Trust Property shall vest automatically in the remaining Managing Trustees without any further act. Section 3.5. Actions b~a.r~aaing Trustees and Consents. The Managing Trustee may act with or without a meeting. A quorum for all meetings of the Managvng Trustees shall be a majority of the Managing Trustees. Unless specifically provided otherwise in this Agreement, any action of the Managing Trustees maybe taken at a meeting by vote of a majority of the Managing Trustees present at such meeting if a quorum is present, or without a meeting by unanimous written consent of the Managing Trustees. Any agreement, deed, mortgage, Lease or other instrument or writing executed by any one or more of the Managing Trustees or by any one or more authorized Persons shall be valid and binding upon the Managing Trustees and upon the Trust when authorized by action of the Managing Trustees or as provided in the Bylaws, if any are adopted. Managing Trustees and members of any committee of the Managing Trustees may conduct meetings by conference telephone call or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. Section 3.9. Meetings of the Mana ' a Trustees: Notice and Waiver of Notice. An annual meeting of the Managing Trustees shall be held immediately after the annual meeting of the Beneficial Owners. Regular meetings, if any, shall be held at such other times as shall be fixed by the Managing Trustees. No notice shall be required of an annual or regular meeting of the Managing Trustees. Special meetings of the Managing Trustees shall be called by the Chairman or the President upon the request of any two Managing Trustees and may be called by the Chairman or President on his own motion, with such notice as the Managing Trustees or person calling such meeting shall determine. Such notice, which need not state the purpose of the meeting, shall be by oral, telegraphic, telephonic or written communications stating the time and place therefor. Notice of any special meeting need not be given to any Trustee entitled thereto who submits a written and signed waiver of notice, either before or after the meetir~, or who attends the meeting without protesting the lack of notice prior to or at the commencement of the meeting. Regcslar or special meetings of the Tr7rstees may be held yvithin or' M~ithozrt the State of Delaware, at-such places as shall be designaled by the Managing Trustees The Managing Trustees may adopt such rules and regulations for their conduct and the management of the affairs of the Trust as they may deem proper and as are not consistent with this Agreement. L:C012P15LTBS~WM_TR ' 6 Section 3.10. Committees. The Managing Trustees may appoint from among their number an executive committee and such other standing or special committees as the Managing Trustees determine. Each committee shall have such powers, duties and obligations as the Managing Trustees may deem necessary and appropriate. Without limiting the generality of the foregoing, the executive committee shall have the power to conduct the business and affairs of the Trust during periods between meetings of the Managing Trustees. The executive committee and other committees shall report their activities periodically to the Managing Trustees. Section 3.11. Ownershi of Trust Assets. Legal title to the Trust Propert}- subject from time to time to this A;reement shall be transferred to, vested in and held by the Managing Trustee as Trustee of this Trust. The Managing Trustee shall have the power to cause legal title to any property of the Trust to be held by and/or in the name of one or more of the Managing Trustees, or any other Person as nominee, on such terms, in such manner, and with such powers as the Managing Trustee may determine. Further, the iVlanaging Trustee shall have the power to cause any property of the Trust to be held in the custody of any bank and tliat such bank may hold the property ofthe Trust in the name of any nominee, partnership or nontaxable corporation. Section 3.12. Statutory Trustee. The Statutory Trustee is hereby appointed as a Trustee of the Trust effective as of the date hereof, solely to serve as resident trustee as required by Section 3$07(a) of the Delaware Business Trust Act and to perform the functions specifically required of a resident trustee thereunder. The Statutory Trustee shall have no other power or duties with respect to the Trust. The Statutory Trustee shall at all times be a corporation or other Person satisfying the provisions of Section 3$07(a) of the Delaware Business Trust Act. The Statutory Trustee shall receive as compensation for its services hereunder those fees described on Exhibit A hereto and incorporated herein by this reference and the Statutory Trustee shall be entitled to be reimbursed by Settlor for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as such Statutory Trustee may employ in connection with the exercise and performance of its rights and duties hereunder. if at any time the Statutory Trustee shall cease to be eligible in accordance with the provisions of this Section 3.12 and shall fail to resign after written request therefore by the Managing Trustee or if at any time the Statutory Trustee shall be legally unable to act or shall be adjudged bankrupt or insolvent or a receiver of the Statutory Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Statutory Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Managing Trustee may remove the Statutory Trustee. if the Managing Trustee removes the Statutory Trustee under the authority of the immediately preceding sentence, the Managing Trustee shall promptly appoint a successor Statutory Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Statutory. Trustee so removed, together with payment of all fees owing to the outgoing Statutory Trustee, and one copy shall by delivered to the successor Statutory Trustee. • L:CORP\3UBS\WM.TR - 7 - Any successor Statutory Trustee appointed pursuant to this Section 3.12 shall execute, acknowledge and deliver to the Managiung Trustee and to its predecessor Statutory Trustee an instrument accepting such appointment under this Agreement, and thereupon the resignation or removal of the predecessor Statutory Trustee shall become effective and such successor Statutory Trustee, without any further act, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Statutory Trustee. The predecessor Statutory Trustee shall upon payment of its fees and expenses deliver to the successor Statutory Trustee all documents and statements and money held by it under this Agreement. T11e Managing Trustee and the predecessor Statutory Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Statutory Trustee all such rights, powers, duties and obligations. Section 3.13. No Bond Required. Unless otherwise required by law or by action of the Managing Trustee, no Managin; Trustee shall be required to give bond, surety or security in any jurisdiction for the performance of any duties or obligations hereunder. ARTICLE IV Managing Trustee's Powers Section 4.1. Power and Authori of Man 'nom Trustees. Subject to the limitations set forth in this A~eement, the Managing Trustee shall have full, absolute and exclusive power, control and authority aver the Trust Property and over the business and affairs of the Trust to the same extent as if the Managing Trustee was the sole owner thereof in his own right. The Managing Trustee shall also have full, absolute and exclusive power to do all such acts and things in his sole judgment and discretion are necessary or incidental to, or desirable for, the carrying out of any of the purposes of the Trust or conducting the business of the Trust. Any determination made in good faith by the Managing Trustee of the purposes of the Trust or the existence of any power or authority hereunder shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in favor of the grant of powers and authority to the Managing Trustee. The enumeration of any specific power or authority herein shall not be construed as limiting the general powers or authority or any other specific power or authority conferred upon the Managing Trustee. Section 4.2. Creneral Powers and Authori Subject to the ].imitations set forth in this Agreement, the Managing Trustee shall have and may (but are not required to) exercise, the following powers and authorities as they may deem proper: (a) To operate as and to carry on the business of a real estate investment trust, and to exercise all the powers necessary or incidental to, or in support o~ its investment activities; (b) To receive title to, hold, buy, sell, exchange, transfer and convey real and personal property for the use of the Trust; ~:co~~svss~v~.Tx - s - y • r (c) To take, receive, invest or disburse the receipts, earnings, rents, profits or returns of the Trust; (d) To carry on and conduct any lawful business designated in this Agreement (including without limitation any business associated with the purpose of the Trust as set forth in or established by the Managing Trustee pursuant to Section 2.3), and generally to do any lawful act in relation to the Trust Property that any individual owning the same absolutely might do; and (e) To cause the Trust to merge with another business trust, association, corporation, partnership or other Person, to divide or to engage in any fundamental or other transaction (including, without limitation, dissolution) contemplated by this Agreement. Section 4.3. ~eci:6c Powers and Authority. Without limiting the generality of the powers and authority set forth in Section 4.2 (and subject to the qualifications. set forth above), the specific powers of the Managing Trustee shall include the following. (a) For such consideration as the Managing Trustee deems proper, to purchase or otherwise acquire for cash or other property and hold for investment real or personal property of any kind, tangible or intangible, in entirety or in participation, all without regard to whether any such property is authorized by law for the investment of trust funds, and to possess and exercise all the rights, powers and privileges relating to the ownership of the Trust Property with respect thereto; (b} To sell, rent, lease, hire, exchange, release, partition, assign, mortgage, pledge, hypothecate, grant security interests in, encumber, negotiate, convey, transfer or otherwise dispose of or grant interests in all or any portion of the Trust Property by deeds, financing statements, security agreements and other instruments, trust deeds, assignments, bills of sale, transfers, leases or mortgages for any of such purposes; (c) To enter into leases, contracts, obligations and other agreements for a term which may extend beyond the term of office of the Managing Trustee; (d) To borrow money and give negotiable or nonnegotiable instruments therefor; to guarantee, indemnify or act as surety with respect to payment or performance of obligations of third parties; to enter into other obligations on behalf of the Trust; and to assi~, convey, transfer, mortgage, subordinate, pledge, grant security interests in, encumber or hypothecate the Trust Property to secure any of the foregoing; (e) To lend money, whether secured or unsecured, to any Person; (f) To create reserve funds for any purpose; (g) To incur and pay out of the Trust Property any charges or expenses, and disburse any funds of the Trust, which charges, expenses or disbursements are, in the opinion of the r.:coRr~suss\wNr.~rx - 9 - w • Managing Trustees, necessary or incidental to or desirable for the carrying out of any of the purposes of the Trust or conduetin g the business of the Trust, including, without limitation, tax and other governmental levies, charges and assessments, of whatever kind or nature, imposed upon or against the Managing Trustees in connection with the Trust or the Trust Property or upon or against the Trust Property or any part thereof; (h) To deposit funds of the Trust in or with banks, trust companies, savings and loan associations, money market organizations and other depositories or issues of depository-type accounts, whether such deposits will draw interest or be insured, the saane to be subject to withdrawal or redemption on such terms and in such manner and by such Person or Persons (including any one or more Mana~~irig Trustees, officers, agents or representatives of the Trust) as the Managing Trustee may determine; (i) To possess and exercise all the rights, powers and privileges relating to the ownership of all or any mortgages or Securities issued or created by, or interests in, any Person, forming part of the Trust Property, to the same extent that an individual might, which may include the exercise of discretionary powers; and, without limiting the generality of the foregoing, to vote or gave consent, request or notice, or waive any notice, either in person or by proxy or power of attorney, with or without power of substitution, to one or more Persons, for meetiuags or action generally or for any particular meeting or action; (j) To cause to be organized or assist in organizing any Person under the laws of any jurisdiction to acquire the Trust Property or any part or parts thereof or to carry on any business in which the Trust shall, directly or indirectly, ha~re an interest; to sell, rent, lease, hire, convey, negotiate, assign, exchange or transfer the Trust Property or any part or parts thereof to or with any such Person in exchange for the Securities thereof or otherwise; and to lend money to, subscribe for the Securities of, and enter into any contracts with, any such Person in which the Trust holds or is about to acquire Securities or any other interest: (k) To enter into joint ventures, general or limited partnerslups, limited liability companies and any other lawful combinations or associations; (1) To elect or appoint officers of the Trust (which shall include a Chairman, who wall be a Managing Trustee, and a President, a Treasurer and a Secretary, and which may include one or more Vice Presidents and other officers as the Managing Trustee may determine, and none of whom needs to be a Managing Trustee), who may be removed or discharged at the discretion of the Managing Trustee, which officers shall have such powers and duties, and shall serve such terms, as may be prescribed by the Mana.~•ing Trustee or in the Bylaws of the Trust, if adopted; to engage or to employ any persons as agents, representatives, employees, or independent contractors in one or more capacities, in connection with the management of the Trust's ai~avs or otherwise, and to pay compensation from the Trust for services to such Persons in as many capacities as such Person maybe so engaged or employed, notwithstanding that any such Person is a Managing Trustee or officer of the Trust or an affiliate thereof; and, except as prohibited by law, to delegate any of the powers and duties of the Managing Trustee to any one or more L:CORPISUBS\wM.TR - 1 ~ - Managing Trustees, agents, representatives, officers, employees, independent contractors or other Persons; (m) To collect, sue for and receive a!1 sums of money coming due to the Trust, and to engage in, intervene in, prosecute, join, defend, compound, compromise, abandon or adjust, by arbitration or otherwise, any actions, suits, proceedings_ disputes, claims, controversies, demands or other litigation relating to the Trust, the Trust Property or the Trust's affairs; to enter into agreements relating thereto whether any suit is commenced or claim accrued or asserted; and to enter into agreements regarding arbitration, adjudication or settlement of any controversy in advance thereof; (n) To sue or be sued in the name of the Trust; (o) To foreclose any security interest securing any obligations awed to the Trust; (p} To renew, modify, release, compromise, extend, consolidate or cancel, in whole or in part, any obligation to or of the Trust; (q) To purchase and pay for out of the Trust Property izasurance contracts and policies insuring the Trust Property against any and all risks and insuring the Trust, the Managing Trustees, the Beneficial Owners, the officers of the Trust, such agents, representatives, employees or independent contractors for the Trust, or any or all of them, against any and all claims and liabilities of every nature asserted by any person arising by reason of any action alleged to-have been taken or omitted by the Trust or by the vtanaging Trustee, the Beneficial Owners, the ofSxcers of the Trust, or such agents, representatives, employees or independent contractors for the Trust; (r) To cause legal title to any of the Trust Property to be held by or im the name of the Managing Trustee or, except as prohibited by law, by or in the name of the Trust or one or more of the Managing Trustees or any other Person as the Managing Trustee may determine, on such terms, in such manner, and wit11 such powers as the Managing Trustee may determine, and with or without disclosure that the Trust or Managing Trustee are interested therein; (s) To adopt a calendar year and accounting method for the Trust; and to engage a firm of independent public accountants to audit the financial records of the Trust; (t) To adopt and use a seal (but the use of a seal shall not be required for the execution of instruments or obligations of the Trust); (u) To make distributions out of the Trust Property to the Beneficial Owners, payable in cash, property or any combination of cash and property, as determined by the Managing Trustees in accordance with the terms of this Agreement; t,:coar~suss+v,RV1.~ -11 - (v) To file any and all documents and take any and all such other action as the ~• Managing Trustee in his sole judgment may deem necessary in order that the Trust may lawfully conduct its business in any jurisdiction; (w) To sign and deliver on behalf of the Trust any required tax return or filing with any governmental body; (x) To participate in any reorganization, readjustment, consolidation, merger, dissolution, sale or purchase of assets, lease or similar proceedings of any corporation, partnership or other organization; to delegate discretionary powers to any reorganization, protective or similar committee in connection therewith; and to pay assessments and other expenses in connection therewith; (y) To cause to be organized or assist in organization any Person, which may or may not be a subsidiary or affiliate of the Trust, under the laws of any jurisdiction to acquire the Trust Property or any part or parts thereof or to carry- on any business in which the Trust shall, directly or indirectly, have any interest; subject to the provisions of this Agreement, to cause the Trust to merge with such Person or any existing Person or to sell, rent, lease, hire, convey, negotiate, assign, exchange or transfer the Trust Property or any part or parts thereof to or with any such Person or any existing Person in exchange for the Securities thereof or otherwise; and to lend money to, subscribe for the Securities of, and enter into any contracts with, any such Person in which the Trust holds or is about to acquire Securities or any other interest; (z) To decide whether, at any time or from time to time, to cause the Trust to maintain its status or to cease to maintain its status as a business trust, and to take all action deemed by the Trustee appropriate in connection with maintaining or ceasing to maintain such status; (aa) To make any indemnification payment authorized by this Agreement; (bb) To do all other such acts and things as are incident to the foregoing; to exercise all powers which are necessary or useful to carry on the business of the Trust; to promote any of the purposes far which the Trust is formed; and to carry out the provisions of this Agreement. Section 4.4. B~ laws. The Managing Trustee may, but is not required to, make, adopt, amend or repeal Bylaws containing provisions relating to the business of the Trust, the conduct of the affairs, its rights or powers of the Beneficial Owners, of the MAn~ng Trustee, or of the officers of the Trust not inconsistent with law or with this Agreement. Such Bylaws may provide for the appointment by the Chairman and President of assistant officers or of agents of the Trust in addition to those provided for in the foregoing Section 4.3(1), subject however to the right of the Managing Trustee to remove or discharge such officers or agents. Section 4.5. No Action Except Under this A~eement. The Managing Trustee agrees that he will not manage, control, sue, sell, dispose of or otherwise deal with any part of the Trust Property except in accordance with the powers granted to or other authority conferred upon the Trustee pursuant to this Trust Agreement. •~-. t,:coRr~suur3s~wt~r.~t -12 - Section 4.6. Mana~n~ Tnastees Action Only in Fiduciary Caaaeity. each and every power, authority and discretion given to or vested in the Managing Trustee by or pursuant to the provisions of this Agreement or by law shall be exercised by the Managing Trustee only in a fiduciary capacity. Section 4.7. No Duties Exce t as S ecified Herein or in ljnstructions. The Managing Trustee shall not have any duty or obligation to manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property, or otherwise to take or refrain from taking any action under or in connection with the Trust Property except as expressly provided by the terms of this Agreement or by instruction of the Initial Beneficiary, and no implied duties or obligations shall be read into this Agreement against the Trustee. The ~Iana~ng Trustee agrees that he will, in his individual capacity and at his own cost and expense (but without any right of indemnity in respect of any such cost or expense under this Agreement) promptly take such action as may be necessary to duly discharge any and all liens, charges, security interest or other encumbrances on any part of the Trust Property which result from claims against the Managing Trustee not related to the ownership of the Trust Property or the administration of the Trust Property or any other transaction contemplated by this Agreement. ARTICLE V Officers, Employees and Otller Agents Section 5.1. Em to ent of Officers. Em to ees and Other A ents. The Managing Trustee is responsible for the general policies of the Trust and for such general supervision of the business of the Trust conducted by all officers, agents, employees, advisers, managers or independent contractors of the Trust as maybe necessary to insure that such business conforms to the provisions of this Agreement. However, the Managing Trustee is not, and shall not be, required personally to conduct the business of the Trust. Consistent with the powers described in Section 4.;(1), the Managing Trustee shall have the power to appoint, employ or contract with any Person (including one or more of themselves, or any corporation, partnership or trust in which one or more of them may be directors, officers, stockholders, partners or trustees) as the Managing Trustee may deem necessary or proper for the transaction of the business of the Trust. For such purposes, the Managing Trustee may grant or delegate such authority to any such Person as the Managing Trustee may in his sole discretion deem necessary or desirable without regard to whether such authority is normally granted or delegated by trustees. Section 5.?. Compensation and Powers. The Managing Trustee shall have the power to determine the terms and compensation of any Person whom they may employ or with whom they may contract. The Managing Trustee may exercise broad discretion iri allowing officers, employees or other agents to administer and regulate the operations of the Trust, to act as agent for the Trust, to execute documents on behalf of the Managing Trustee, and to make executive decisions which conform to general policies and principles previously established by the Managing Trustee and not inconsistent with this Agreement. L:CORI'~SLh3S~WM.TR - 13 - ARTICLE VI $eneficial Owners and $eneficial Interests in The Trust Section 6.1. Beneficial Interests. Simultaneously with the execution of this Agreement, the Initial Beneficiary has made a contribution to the capital of the Trust in the amount of $100. In consideration therefor, the Initial Beneficiary shall have an economic interest in the Trust of 1,000 voting Units and ONon-Voting Units as more fully described in Article VI. Section 6.2. Description of Units. The Trust shall be authorized to issue One Thousand (1,000) voting Units ("Voting Units") with a par value of 50.10 per unit and Three Thousand (3,000 non-voting Units ("Non-Voting Units"),. with a par value of $1,000 per unit, as further described in this Article Vt. Each Voting Unit shall be identical in all respects to every other Voting Unit, and each Non-Voting Unit shall be identical in all respects to every other Non- voting Unit. The beneficial interest in the Trust represented by the Non-Voting Units shall be limited and entitled to the preferences as provided in Section 6.3 of this Agreement. Each of the Voting Units shall represent an undivided beneficial interest in the Trust after taking into account the preferences of the Non-Voting Units as provided in Section 6.3 of this Agreement. No fractional shares shall be issued. The Managing Trustee may issue Units at any time on such terms consistent with this Agreement as it may determine without action or approval of the Beneficial Owners. All Units when so issued on the terms determined by the Managing Trustee in accordance with the terms of this Agreement shall be fully deemed fully paid and non-assessable. Section 6.3. Eli ig bility for Participation. The Managing Trustee may establish eligibility requirements for admission of a Beneficial Owner. Section 6.4. Preferences and Limitations of Voting and Non-Voting Units_ The designations, preferences, rights, qualifications, Limitations, and restrictions of the Voting and Non-Voting Units shall be as follows: (a) Earnings Distributions to Holders of Non-Voting, Units. The holders of Non- voting Units shall be entitled to receive, upon declaration of the Managing Trustees, earnings distnbutions per year up to a maximum of nine percent (9%) of the par value per 1Von-Voting Unit. Such distributions shall be cumulative regardless of the earnings of the Trust, and regardless of the status of the surplus account, so that if in any calendar year, distributions of nine percent (9%) of the par value per Non-voting Unit per annum shall not have been paid upon or set apart for the Non-voting Units up to that time, the deficiency (without interest) shall be fully payable before any distributions shall be paid or set apart for the Voting Units. Such distributions may be paid out of any surplus or earnings available for the payment of distn-butions, whether or not earned in the current year or in any other year. Holders of Voting Units shall not be entitled to any earnings distnbutions until the holders of Non-Voting Units shall have received nine percent of earnings distributions per share for that calendar year. Earnings distributions on Non-voting Units shall begin to accrue proportionately from the first day of the calendar month next succeeding the date of original issue thereof. L:CORP4SLTBS~WM.TR - l4 - (b) Liquidation Distributions to Holders of Non-Voting Units. In the event of any liquidation, dissolution, or winding up of this Trust, the holders of the Non-Voting Units shall be entitled to be paid in full, out of the assets available for distribution to Unit holders, the par value of each Non-Voting Unit plus cumulated distributions; and the holders of Voting Units shall not be entitled to any liquidation distributions unless and until the holders of Non-Voting Units shall have received the full par value of liquidation distributions per Non-Voting Unit plus cumulated distributions. After liquidation distributions have been paid to the holders of Non-Voting Units, the remaining assets of this Tntst shall be distributed among the holders of Voting Units in proportion to their respecti<~e shares and interests. If the assets remaining after payment of the Trust debts are insu~Ticient to pay the full amount as hereinabove provided to the Non-voting Uruts, such assets that remain shall be divided among the holders of the Non-Voting Units in proportion to the number of Non-Voting Units held. If the assets remaining after payment of the Trust debts are sufficient to pay the holders of Non-Voting Units but insufficient to pay the full amount as hereinabove provided relative to the Voting Units, such assets that remain shall be divided among the holders of the Voting Units in proportion to the number of Voting Units held. Section 6.5. Rights of Redemption. (a) Time for Redemption. The Trust shall be required, upon written request of the Beneficial Owner and at such times as may be permitted by the Managing Trustee, but no more frequently than as of the close of business on each Business Day, to redeem part or all of the Non- voting Units at a Redemption Price of 51000.00 for each Non-Voting Unit, subject to the requirement that there be no fewer than 100 indi~.~iduals owning Non-Votiung Units at any time so as to not violate REIT requirements. Any attempt to redeem part or all of the Non-Voting Units in violation of the REIT requirements shall be void ab inilio. Voting Units shall have no right of redemption without the unanimous vote of all holders of Voting Units, with the concurrence of the Managing Trustee. (b) Redemption Aavment. Payment shall be made by the Managing Trustee on behalf of the Trust in cash in immediately available funds within thirty (30) Business Days of the Business Day on wlucli Units are redeemed. In no event shall the Trust or Mana~ring Trustee be liable to a Unit holder for interest on the proceeds of any redemption, Notwithstanding any other provision in this section 6.5 to the contrary, the'_1/Ianaging Trustee may suspend the right of Unit holders to receive redemptions of Units. Unless otherwise determined by the Managing Trustee, each Unit shall be deemed to be redeemed for all purposes as of the close of business on the Valuation Date immediately preceding the Business Day on which the Trust makes payment pursuant to a redemption request with respect to such Unit. Section 6.6. Maintenance of the Record Books. No certificates representing Units will be issued, but the Trustee shall maintain or cause to be maintained a record book which shall L:cor~r\suss\wM.~ -15 - record the number of Units allocated to each Beneficial Owner at any time. The record books of the Trust as maintained by or on behalf of the Managing Trustee shall be conclusive as to who are the Beneficial Owners and as to the number of Units outstanding at any time. Section 6.7. Voting Rights. Holders of Voting Units s1iaU have the power to amend or terminate this Agreement or to appoint, select, vote for or remove the Trustees or their agents and to otherwise participate in the business decisions of the Trust, by a vote of the majority of the Voting Units. Under no circumstance shall the holders of Units be deemed Trustees by participating in voting. There shall be no vote on any matter adversely affecting the holders of Non-Voting Units without the approval of a majority of the Non-'Voting Unuits. Non-Voting Units shall have no right, except to the extent provided itn the previous sentence, to vote on any matter. Section 6.8. Rights of the Beneficial Owners. The ownership of the Trust Property and the right to conduct the business described in tlvs Agreement are vested exclusively in the Managing Trustee, and the Beneficial Owners shall have no interest herein other than the beneficial interest conferred by this Agreement. Beneficial Owners shall have no rights of dissenting shareholders in the event the Trust participates in any transaction which would give rise to appraisal or dissenters' rights by a stocl~holder of a corporation organized under the General Corporation Law of the State of Delaware, or otherv~~tse. Section 6.9. Status of Units. Units shall be deemed to be personal property wing only the rights provided in this Agreement. Every Beneficial Owner by virtue of having become a Beneficial Owner shall be held to have expressl}~ assented and agreed to the terms of this Agreement (as it may be amended from time to time) and to have become a party hereto. Ownership of Units shall not entitle a Beneficial Owner to any title in or to the whole or any part of the Tntst Property or right to cal] for a partition or division of the same or for an accounting. Section 6.10. Distributions. The Managiung Trustee shall have the right to declare, and simultaneously or at any other time in the Trustee's reasonable discretion, to pay distributions on Units from the Trust Property from time to time. Except with respect to the Non-Voting Units, distributions shall be made to the Beneficial Owners in accordance with their Ownership Percentage at the date and time of record established for the payment of such distributions. Section 6.11. Transferability of Voting Units. The beneficial interest in the Trust of a Beneficial Owner of Voting Units maybe transferred only to Affiliates (as defined in Section 1 X04 of the Internal Revenue Code of 1986, as amended) upon prior written notice to the Managing Trustee. Any other purported transfer or ass janment shall be void and of no effect. Any legal, equitable or other claim or interest in the Trust on the part of any such purported transferee of a Voting Unit, other than to an Affiliate as permitted in this section, whether or not any of them shall have express or other notice of such claim or interest, shall not be entitled to recognition. The Voting Units have not been, and are not expected to be, registered under federal, state, or other securities laws. r.:coxP~suBS~wr~.rx -16 - • Section 6.12. Transfer of Non-Votin~Units. Each Beneficial Owner of Non-Voting Units may assign, convey or otherwise transfer any of its right, title and interest in and to a Non- voting Units held to any other institution, corporation or person (any such party called a "Transferee" ), except (1) that aNon-Voting YJnit may not be transferred to any person or entity already owning aNon-Voting Unit if such transfer would thereby jeopardize the Trust's status as areal estate investment trust as defined in Internal Revenue Code Section 856, and any such attempted transfer shall be null and void and (2) that there be no fewer than 100 individuals owning Non-Voting Units at any time. All transfers of Non-Voting Units shall be subject to the provisions of Section 6.2 herein. In the event of any such assignment, conveyance or transfer, the Transferee shall become a pam~ to this Agreement and shall agree to be bound by all the terms of and will undertake all the obligations of the Beneficial Owners contained in this Agreement in such manner as is satisfactory to the Managing Trustee. No such assignment, conveyance or transfer of Non-Voting Units shall violate any provision of law or regulation or create a relationship which would be in violation thereof. The Managing Trustee shall not be on notice of or otherwise be bound by any such assignment, conveyance or transfer unless and until each shall have received an executed counterpart of the instrument of such assignment, conveyance or transfer. Upon any such disposition by a Beneficial Owner of Non-Voting Units to a Transferee as above provided, such Transferee shall succeed to the interests of such Beneficial Owner and shall be deemed a "Beneficial Owner" for all purposes hereof. Each reference herein to a Beneficial Owner shall thereafter be deemed to include such Transferee, and the transferring Beneficial Owner shall not be liable under Section 7.2 hereof with respect to the obligations of such Transferee. Nothing contained in this section shall limit the duties of the Managing Trustees contained in Section 4.1. Section 6.13. Notice of Proposed Transfer. If a Beneficial Owner intends to transfer its interests hereunder pursuant to Sections 6.11 and 6.12 lzereo~ it shall give 30 business days prior written notice to the Trustees unless such period is waived by the Trustees, specifying the name and address of the intended Transferee, and enclosing the agreement or agreements referred to in Section 6.12. Section G.14. Right of Inspection. Non-Voting Units shall be entitled to a limited right of inspection of the books and records of the Trust which shall include only the Certificate of Trust, Trust Agreement and the record books of Beneficial Owners maintained at the principal office of the Trust, during regular business hours. There shall be no right of the Holders of Non-Voting Units to inspect the financial books and records of the Trust. Holders of Voting Units are entitled to the same right of inspection as Non-Voting Units and in addition may review and receive an annual report from the Trustees and review audited financial statements. ARTICLE VII Liability of Trustees, the Beneficial Owners and Officers, and Other Matters Section 7.1. Limitation of Liabilit~of Tntstees and Officers. No Trustee or officer of the Trust shall be liable to the Trust or to any Trustee or the Beneficial Owner for any act or L:CORPISUBSIWM.TR - 17 - omission whether his or its own or that of any other Trustee or officer of the Trust or of the Beneficial Owner or any agent of the Trust, no shall any such Trustee be held to any personal liability whatsoever in tort, contract or otherwise in connection with the affairs of this Trust, except only that arising form his or its own bad faitl~, willful misfeasance, gross negligence or reckless disregard of his or its duties. Section 7,2. Limitation of Liability of the Beneficial Owners, Trustees and Officers. The Trustee and officers incurring any debts, liabilities or obligations, or in taking or omitting any other actions for or in connection w7th the Trust are, and shall be deemed to be, acting as Trustees or officers of the Trust and not in their own individual capacities. Except to the extent provided in Section 7.1, no Trustee or officer of the Trust or Beneficial Owner shall be liable for any debt, claim, demand, judgment, decree, liability or obligation of any kind of, against, or with respect to the Trust arising out of any action taken or omitted for or on behalf of the Trust. The Trust shall be solely liable therefor and resort shall be had solely to the Trust Property for the payment or performance thereof. The Beneficial Owners shall be entitled to indemnification from the Trust Property if, contrary to the provisions hereof, the Beneficial Owners shall be held to any such personal liability. Section 7.3. Express Exculpatory Clauses in Instruments. To the extent practicable, the Managing Trustee shall make reasonable efforts to cause any written instrument creating an obligation of the Trust to include a reference to this Agreement, and to provide that neither the Beneficial Owner nor the Trustee or the officers of the Trust shall be liable thereunder and that the other parties to such instrument shall look solely to the Trust Property for the payment of any claim thereunder or for the performance thereof; provided, however, that the omission of such provision from any such instrument shall not render the Beneficial Owner or any Trustee or officer of the Trust liable nor shall the Trustee or any officer of the Trust be liable to anyone for such omission. Section 7.4. Indemnification and Reimbursement of Trustees and Officers. (a) Right to Indemnification. Each Trustee. and officer of the Trust shall be entitled as of right to be indemnified by such Trust against any expenses and liabilities paid or incurred by such Person in connection with any actual or threatened claim, action, suit or proceeding, civil, criminal, administrative, investigative or other, tivhether brought by or in the right of the Trust or otherwise, in which he may be involved in any manner as a party, witness or otherwise, or is threatened to be made so involved, by reason of such Person being or having been a Trustee or officer of the Trust or by reason of the fact that such Person is or was serving at the request of the Trustee as a director, officer, employee, fiduciary or other representative of another Person (such claim, action, suit or proceeding hereinafter being referred to as an "Action"); provided, however, that no such right of indemnification shall exist vtrith respect to an Action initiated by an Indernnitee (as hereinafter defined) against the Trust (an " Indemnitee Action" ), except as provided in the last sentence of this subsection (a). Persons who are not Trustees or officers of the Trust may be similarly indemnified in respect of service ~Co the Trust or to any Person on behalf of the Trust at the request of the Trustee to the extent the Trustee at any time denominate any of such Persons as entitled to the benefits of this Section 7.4. t,:coxr~suss~wn~.~x -1 S - As used in this Section 7.4, the following terms shall have the following meanings: (i) " Indemnitee" shall include each Trustee and officer of the Trust and each other Person denominated by the Trustee as entitled to the benefits of this Section 7.4; (ii) "expenses" shall mean all expenses actually and reasonably incurred, including fees and expenses of counsel selected by an Indemnitee; and (iii) "liabilities" shall mean amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement. An Indemnitee shall be entitled to be indemnified pursuant to this subsection (a) for expenses incurred in connection with any Indemnitee Action only (i) if the Indernnitee Action is instituted under subsection (c) of this Section 7.4 and the Indemnitee is successful in whole or in part in such Indemnitee Action; (ii) if the Indemnitee is successful in whole or in part in another Indemnitee action for which expenses are claimed; or (iii) if the .[ndemnfication for expenses is included in a settlement of, or is awarded by a court in, such other Indemnitee Action. (b) Right to Advancement of Expenses. Every indemniee shall be entitled as of right to have his expenses in defending any Action, or in initiating and pursuing any indemniee Action for indemnity or advancement of expenses under section (c), paid in advance by the Trust prior to final disposition of such Action or Tndemnitee Action, provided that the Trust received a written understanding by or on behalf of the indemnfiee to repay the amount advanced if it should ultimately be determined that the indemniee is not entitled. to be indemnified for such expenses. (c) .Right of Indemnitee to Initiate Action. If a written claim under subsection (a) or (b) is not paid in full by the Tnast within thirty (30) days after such claim has been received by the Trust, the indemniee may at any time thereafter initiate an Indemnitee Action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemniee shall also be entitled to be paid the expense of prosecuting such Indemnitee Action. The only defense to an indemniee Action to recover on a claim for indemnification under subsection (a) shall be that the indemnitee's conduct was such that under Delaware law the Trust is prohibited from indemnifying the indemniee for the amount claimed, but the ,burden of providing such defense shall be on the Trust. Neither the failure of the Trust (including its Trustees; independent legal counsel, or the Beneficial Owners) to have made a determination prior to the commencement of such Indemnitee Action that indemnification of the indemniee is proper in the circumstances, nor an actual determination by the Trust (including its Trustees, independent legal counsel, or the Beneficial Owners) that the indemnitee's conduct was such that indemnification is prohibited by Delaware law, shall be a defense to such Indemnitee Action or create apresumption-that the indemnitee's conduct was such.the indemnification is prohibited by Delaware law. The only defense to an Indemnitee Action to recover on a claim for advancement of expenses under subsection (b) shall be the Indemnitee's failure to provide the undertaking required by subsection (b). t,:ooer~stn3s~wM.Ttt - 19 - .. 9 . (d) Insurance and Funding. The Trust may purchase and maintain insurance to protect itself and any Person eligible to be iundemnified hereunder against any liability or expense asserted or incurred by such Person in connection with any Action whether or not the Trust would have the power to indemnify such Person against such liability or expense by law or under the provisions of this Section 7.4. The Trust may create a trust fund, grant a security interest, cause a letter of credit to be issued or use other means (whether or not similar to the foregoing) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein. (e) Non-Exclusivity; Nature and Extent of Rights. The rights to indemnification and advancement of expenses provided for in this Section 7.4 shall (i) not be deemed exclusive of any other rights, whether now existing or hereafter created, to which any indemnitee may be entitled under any agreement or Bylaws (if adopted), vote of the Beneficial Owner or Trustees or otherwise, (ii) be deemed to create contractual rights in favor of each Indemnitee who serves the Trust at any time while this Section 7.4 is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Section 7.4), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was denominated as entitled to indemnification under this Section 7.4 and shall inure to the benefit of the heirs and legal representatives of each indemnitee. Any amendment or repeal of this Section 7.4 or the adoption of any Bylaw or provision of this Agreement which has the effect of limiting in any way the rights to indemnification or advancement of expenses provided for in this Section 7.4 shall operate prospectively only and shall not affect any action taken or failure to act, by an indemnitee prior to the adoption of such amendment: repeal, Bylaw or provision. (fl Partial Indemnity. If an indennnitee is entitled under any provision of this Section 7.4 to indemnification by the Trust for some or a portion of the expenses or liabilities paid or incurred by the indemnitee in the preparation, investigation, defense, appeal or settlement of any Action or Indemnitee Action but not, however, for the total amount thereof, the Trust shall indemnify the indemnitee for the portion of such expenses or liabilities to wlvch the indemnitee is entitled. (g) Conflicts. Notwithstanding any provision of this Section 7.4 to the contrary, lri the event there is any conflict between the provisions of this Section 7.4 and the provisions of the Articles of Incorporation for Wal-Mart Stores, Inc., or its subsidiaries, the provisions of such Articles of Incorporation shall control. Section 7.5. Persons Dealing With Trustees or Officers. Any act of the Trustees or officers purporting to be done in their capacity as such shall, as to any Persons dealing with such Trustees or officers, be conclusively deemed to be within the purposes of this Trust and within the powers of the Trustees and officers. No Person dealing with the Trustees or any of therm or with the authorized officers, agents or representatives of the Trust, shall be bound to see to the application of any funds or property passing into their hands or control. The receipt of the Trustees or any of them, or of authorized officers, agents or representatives of the Trust, for money or other consideration, shall be binding upon the Trust. ~:coxP~suas\wM.z~ - 20 - Section 7.6. Reliance. In the administration of the Trust, the Managing Trustee may execute any of the powers hereof and perform their powers and duties hereunder directly or through agents, independent contractors, consultant or attorneys, and such Trustee has specific authority to engage such agents, and may consult with such counsel, accountants, consultants, agents, independent contractors, or other skilled persons to be selected and employed by them, and the Tnastee shall not be liable for anything done, suffered or omitted in good faith by them in accordance with the advice or opinion of any such counsel, accountants or other skilled person and not contrary to ,this Trust Agreement. The Trustee may rely, and shall be personally protected in acting, upon any instna.ment or other documents believed by them to be genuine. Section 7.7. ,Action upon Ambiguity or Conflict. In the event that any Trustee is unsure as to the application of any provision of this Agreement or such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement or any agreement contemplated hereby permits any determination by the Trustee or is silent or incomplete as to the course of action which the Trustee is required to take with respect to a particular set of facts, the Trustee may request and rely upon instructions of the Beneficial Owners; provided, however, that in the event that no response is made to the Trustee by the Beneficial Owners within 10 days after such request, the Trustee shall not be liable for any failure to act. AR'T'ICLE VIII Duratiotx, Merger, Dissolution and Amendment of the Trust Agreement Section S.l. Duration of Trust. The period of duration of the Trust shall be perpetual; provided that the period of duration may be changed pursuant to an appropriate amendment to this Agreement. Section 8.2. Merger or Consolidation. The Managing Trustee may, with the prior approval of at least 66% of the Beneficial Owners of Voting Units, (a) merge or consolidate the Trust with and/or into, or sell, convey and transfer the Trust Property to any Person in exchange for shares or Securities thereof, or beneficial interests therein, or other consideration, and (if the Trust is not the surviving entity of such merger, consolidation or other transaction) the assumption by such transferee of the liabilities of the Trust and (b) subject to Section 8.3, if the Trust is not the surviving entity of such merger, consolidation or other transaction, thereupon terminate the Trust and distribute such shares, securities, beneficial interests or other consideration to the Beneficial Owners pursuant to a plan or other determination duly adopted by the Managing Trustee. Section 8.3. Amendment of the Trust A Bement. This Agreement may be amended by the Managing Tnistee, but only with the prior approval of 66% of the Beneficial Owners; of Voting Units provided, however, that the Mana.~ging Trustee may amend this Agreement without the approval of the Beneficial Owners at any time to the extent deemed by the Managing Trustee ~:coamsuss~wM.Tx - 21 - in good faith to be necessary to meet the requirements necessary to maintain the Trust's status as a business trust under the laws of the State of Delaware or to maintain the Trust's status as a Real Estate Investment- Trust under IRC Section 856, but the Managing Trustee shall not be liable for failing to do so; provided, further, that no amendment shall adversely afi'ect the liability of the Beneficial Owners without their approval. Actions by the Managing Trustee pursuant to Section 9.6(a) that result in amending the Agreement also may be effected without the approval of the Beneficial Owners. Section 8.4 l/i ,uidation/Dissolution. The ]vanaging Trustee may, with the prior approval of at least 66% of the Beneficial Owners of Voting Units, liquidate or dissolve the Trust. Upon .such liquidation dissolution, payment shall be made in accordance with Section 6.4 (b) hereof. ARTICLE IX Miscellaneous Section 9.1. Applicable Law. The Trust set forth in this Agreement is created under and shall be governed by and construed and administered according to the laws of the State of Delaware. Section 9.2. Sites of the Trust. The Trust will maintain a registered office and agent run the State of Delaware. The initial registered office and agent of the Trust in the State of Delaware shall be the Statutory Trustees at Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001. The Trust may have such principal and other business offices or places of business within or without the State of Delaware as the Managing Trustee may from time to time determine. The Managing Trustee shall select and may from time to time change the sites of the Trust within the United States. Section 9.3. Certificates. .Any person dealing with the Trust may rely on a certificate by a Managing Trustee or an officer of the Trust as to the terms of this Agreement and any amendments to the Agreement, as to the identity of the Trustee and officers, and as to any matters in connection with the Trust hereunder. Any person dealing with the Trust may, with the Same effect as if it were the original, rely on a copy of this Agreement or of any of the amendments hereto certified by a Managing Trustee or an officer of the Trust to be such a copy of the Agreement or of any such amendments. Section 9.4. Headines. The headings of the various Articles and Sections herein are for convenience of reference only and do not form a part of nor shall be deemed to govern or affect the construction or interpretation of this Agreement. Section 9.5. Counterparts. This Agreement may be executed in any number .of counterparts, each of which shall be deemed an original. c L:COltP~sUBS\VJM.TR _ 27 _ Section 9.6. Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Section 9.7. Binding Effect; Successors in Interest. Each Person who becomes the holder of all or a part of the Beneficial Interest in the Trust shall agl-ee to be, and shall be, bound by the provisions of this Agreement. This Agreement shall be binding upon and inure to the benefit of tl~e Trustee and the Beneficial Owners and the respective successors, assigns, heirs, distributees and legal representatives of each of them. Section 9.8. Irrevocability by Settlor. Phis Agreement and the Trust created hereunder shall be irrevocable by the Settlor, subject to the provisions of Article VIII hereof. [Remainder of the page lefr intentionally blanlc.J w • L:CORP1SUBSiWM.TIt - z~ - ~ ; LN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. SETTLOR: WAL-MART PROP~R, CO. • ,r. f By: Title: PY~ I ~!'I~' MANAGING 'I'~USTEE: ••.. ,~ / , ..~ David Glass, Trustee Address: 70'7 SW 3th Street Bentonville, Arkansas 't' ~~. STATE OF ARKANSAS ) ''' COUNTY OF BBNTON $EFORE ME, the undersigned, a Notary Public in and for said Coun and State on tlvs day of ~G7'" 1996, personally appeared ~lL r[~ C~QS',Sto me known to be the person who subscribed the name Wal-Mart Property Co., a Delaware corporation, to the foregoing instrument as its Trustee, and aelcnowledged to me that he executed the same as his free and voluntary act and deed and as the free and voluntary act and deed of such organization for the uses and purposes therein set forth. GIVEN UNDER MY BAND AND SEAL OF OFFICE, the day and year last above written. G~2~-yc~ ~.~/~n-D Notary Public in and for the State of Arkansas My Comrnission Expires: Printed Name of Notary Public: ~ ~o 0 0 /'~a.~~ 1 ~ ra~ar L:coxp~svss~wn~.~ - 24 - STATE OF ARKANSAS ) COUNTY OF BENTON ) ~3EFORE ME, the undersigned, a \TOtary Public in and for said County and State on this ~~ day of DGT , 1996, personally appeared David Glass, to me known to be the person who subscribed lvs name as Trustee and acknowledged to me that he executed the same as lus free and voluntary act and deed and as the free and voluntary act and deed of such or~a.nization for the uses and purposes therein set forth. GIVEN UNDER MY HAND AND SEAL OF OFFICE, the day and year last above • written. . - Notary Public in and far the State of kansas IVIy Commission Expires: Printed Name of Notary Public: L:CORP4SL1l3S\W M.T12 - 7 S - -... State of Delaware (Jffice of the Secretary of State PAGE 1 I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF, BUSINESS TRUST REGxSTRATION OF "WAL--MART REAL ESTATE BUSINESS TRUST", FILED IN THIS OFFICE ON '.' THE TWENTY-FIRST DAY OF OCTOBER, A'.D. 1996, AT 10 O'CLOCK A.M. . ' '.~: s ,'• • ~f .~ .~ 6~ ri. P~ ~ 'O' V o~°Q ~ Edward J. Freel, Secretary of State AVTH~T'ICATION• 2676931 8100 960310237 DATE: 81 ~ 2 614 10-25-96 Certificate of Trust of Wal-Mart Real Estate Business Trust This Certificate of Trust is being filed for the purpose of organizing a business trust pursuant to the Delaware Business Trust Act, 12 Del. C. ~~ 3801 et sec . (the "Act") The undersigned hereby certify as follows: Name. The name of the business trust is "Wal--Mart Real Estate Business Trust" (the "Trust"). 2. Resident Trustee. The name and business address of the Delaware resident trustee of the Trust meeting the requirements of Section 3 807 of the Act are as follows: Wilmington Trust Company Rodney Square North 1100 N. Market Street Wilmington, DE 19890-0001 Attn: Corporate Trust Administration 3. Effective. This Certificate of Trust shall be effective immediately upon filing in the Office of the Secretary of State of the State of Delaware. '-~ IN WITNESS WIdEREO~, the undersigned, being all of the trustees of the Trust, have duly executed this Certificate of Trust as of the day and year first above written. TRUSTEES: Wilmington Trust Company, as Delaware Trustee Name• ~HARIS L. RODGERS Title: FnanCiai Services Ofificer By: David Glass, as Managing Trustee r'~r~ ~-, ~`_ t ~ ~~LAws of - WAL-MART REAL ESTATE BUSINESS TRUST _-~1 ARTICLE I oFFICES Section 1. The registered office of the Trust shall be in the City of Bentonville, County of Benton, State of Arkansas. Section 2. The Trust may also have offices at such other places both within and without the State of Arkansas as the Managing Trustee may from time to time determine or the business of t he or she Trust may require. ARTICLE II MEETINGS OF UNYTHOLDERS Section 1. All meetings of the unitholders shall be held in the Ci of Bentonville, State of Arkansas, as such place and time as may be fixed by the Trustees or at any other place as may be designated by the Trustees and stated in the notice of the meeting. Section 2. Annual meetings of the unitholders for the election of Trustees shall be held on the first Friday of June if not a legal holiday, and if a holiday, then on the next business day following, at 10:00 o'clock A.M., or at such other date and Hume as shall be designated by the Trustees and stated in the notice of the meeting. Section 3. Notice of meeting of unitholders stating the time and place and in the case of a special meeting the purposes thereof shall be given to each unitholder entitled to vote at such meeting not less than ten nor more than fifty days before the date of the meeting. Section 4. The officer who has charge of the unit ledger of the Trust shall prepare and make, at least ten days before every meeting of unitholders, a complete list of the unitholders entitled to vote at the meeting, azTanged in alphabetical order, and showing the address of each unitholder and the number of shares registered in the name of each unitholder. Such list shall be open to the .examination of any unitholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. Y tcoxr~srY.aws.xs~r • 'The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any unitholder who is present. Section 5. Special meetings of the unitholders, for any purpose or puxposes, may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Trustees. Section 6. The holders of a majority of the units issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the unitholders for the transaction of business, except as otherwise provided by statute or by the Trust Agreement. If, however, such quorum shall not be present or represented at any meeting of the unitholders, the unitholders entitled to vote, present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Section 7. When a quorum is present at any meeting, the vote of the holders of a majority of the unit having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the statutes or of the Trust Agreement, a different vote is required in which case such express provision shall govern and control the decision of such question. Section 8. Unless otherwise provided in the Trust Agreement, each unitholder shall at every meeting of the unitholders be entitled to one vote in person or by proxy for each share of the capital unit having voting power held by such unitholder. Section 9. At an annum meeting of the unitholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must (a) be specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Trustees, or (b) be otherwise properly brought before the meeting by or at the direction of the Trustees. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures .set forth in this Section 9. The Managing Trustees, as chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly brought before the meeting in accordance with the provisions of this Section 9 or otherwise, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before this meeting shall not be transacted. .ARTICLE III ~us~~.s 2 ~coxr~s~n.a~ws.xsr . ~ Section 1. The number of Trustees shall be not less than one nor more than five. , Within the limits above specified, the number of Trustees shall be determined by resolution of the Trustees or by the urritholders at the annual or a special meeting. The Trustees shall be elected at the annual meeting of the unitholders, except as provided in Section 2 and Section 9 of this Article. Section 2. Except as provided in Section 9 of this Article, vacancies and newly created Trusteeships resulting from any increase in the authorized number of Trustees may be filled by a majority of the Trustees then in office, though less than a quorum, or by a sole remaining Trustee. Section 3. Meetings of the Trustees may be held upon three days' notice at such time and place as shall be determined by the Trustees. Notice of meetings may be waived by the Trustees. Section 4. Special meetings of the Trustees may be called by the President on three days' notice to each Trustee; special meetings shall be called by the President or Secretary in like manner and on notice on the written request of a Trustee. Section 5. At all meetings of the Trustees a majority of the Trustees shall constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Trustees, except as may otherwise be specifically provided by statute or by the Trust Agreement. If a quorum shall not be present at any meeting of the Trustees, the Trustees present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 6. Unless otherwise restricted by the Trust Agreement or these Bylaws, any action required or permitted to be taken at any meeting of the Trustees or of any committee thereof may be taken without a meeting, if all Trustees, as the case may be, consent thereto in wniting, and the writing or writings are filed with the minutes of proceedings of the Trustees or committee. Section 7. In the absence or disqualification of a member of a committee of Trustees created by the Trustees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may unanimously appoint another member of the Trustees to act at the meeting in place of any such absent or disqualified member. Section $. Any committee of Trustees shall keep regular minutes of its meetings and report the same to the Trustees. Section 9. Any Trustee may be removed, for cause or without cause, by a majority vote of the unitholders entitled to vote for the election of such Trustee at any annual or special 3 ~:coxr~sn.nws.RST . • meeting of the unitholders. Upon such removal of a Trustee, the unitholders entitled to vote shall elect a Trustee to replace such removed Trustee at the same unitholdexs meeting at which •--~ such removal took place or at a subsequent unitholders meeting. Section 10. To the fullest extent provided by statutes now in effect or as such statutes may be amended in the future: (a) ..The Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Trust) by reason of the fact that he or she is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Trustee, officer, employee or agent of another Trust, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incanted by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interest of the Trust, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of poly contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Trust, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. (b) The Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Trust to procure a judgment in its favor by reason of the fact that he or she is or was a Trustee, ofixcer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Trustee, officer, employee or agent of another Trust, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not apposed to the best interest of the Trust and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Trust unless and only to the extent that the Court of Chancery or the court in -which such action yr suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstance of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 4 i:coxr~s~traws.x~r (c} To the extent that a Trustee, officer, employee or agent of the Trust has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this Section 11, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys' fees) actually 'and reasonably incurred by him or her. (d) Any indemnification under subsections (a) and (b) of this Section 11 (unless ordered by a court) shall be made by the Trust only as authorized in the specific case upon a determination that indemnification of the Trustee, officer, employee or agent is proper in the circumstances because he ar she has met the applicable standard of conduct set forth in subsections (a) and (b) of this Section 11. Such determination shall be made (1) by the Trustees by a majority vote of a quorum consisting of Trustees who were not porkies to such action, suit or proceeding, or (2} if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested Trustees so directs, by independent legal counsel in a written opinion, or (3) by the unitholders. (e) Expenses incurred by an officer or Trustee in defending a civil or criminal action, suit or proceeding may be paid by the Trust in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Trustee or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Trust as authorized in this Section 11. The expenses incurred by other employees and agents may be sa paid upon such terms and conditions, if any, as the Trustee deems appropriate. (fj The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this Section 11 shall not be deemed exclusive of any other rights to which those ~seeldng indemnification or advancement of expenses may be entitled under any By-law, agreement, vote of unitholders or disinterested Trustees or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. (g) The Trust shall have power to purchase and maintain insurance on behalf of any person who is or was a Trustee, officer, employee or agent of the Trust, or is or was serving at the request of the Trust as a Trustee, officer, employee or agent of another Trust, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Trust would have the power to indemnify him or her against such liability under this Section 11. 5 ~:coRr~s~rz.4ws.xgr (h) For purposes of this Section I1, referenced to "the Trust" shall . include, in addition to the resulting Trust, any constituent Trust (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its Trustees, officers, and employees or agents, so that any person who is or was a Trustee, officer, employee or agent of such constituent Trust, or is or was serving at the request of such constituent Trust as a Trustee, officer, employee or agent of another Trust, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving Trust as he or she would have with respect to such constituent Trust if its separate existence had continued. (i) For purposes of this Section 11, references to "other enterprises" shall include employee benefit plans; references to "fines" shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Trust" shall include any service as a Trustee, officer, employee or agent of the Trust which imposes duties on, or involves services by, such Trustee, officer, employee or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Trust" as referred to in this Section 11. (j) The indemnification and advancement of expenses provided by, or granted pursuant to, ~ this Section 11 shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Trustee, officer, employee or agent and shall inuxe to the benefit of the heirs, executors and administrators of such a person. ARTICLE IV N'OTYCES Section 1. 'Whenever, under the provisions of the statutes or of the Trust Agreement or of these Bylaws, notice is required to be given to any Trustee or unitholder, it shall not be construed to require personal notice, but such notice may be personal or by telephone or may be given in writing, by mail, overnight courier or by facsirnile, addressed to such Trustee or unitholder, at his or her address as it appears on the records of the Trust, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail, transmitted by facsimile or delivered to the overnight courier. w 6 L•~RP~'YYAWS_RBT • Section 2. Whenever notice is required to be given under any provision of the statutes or of the Trust Agreement or of these Bylaws, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated thexein, shall be deemed equivalent '~ to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the unitholders, Trustees, or members of a committee of Trustees need be specified in any written waiver of notice. ARTICLE V OFFICERS Section 1. The Trustees, as soon as possible after the election thereof each year, shall elect a President, a Secretary and a Treasurer, and from time to time may elect or appoint a Managing Trustee; Executive Vice Presidents; Senior Vice Presidents; Vice Presidents and Assistant Vice Presidents and a Controller; Creneral Counsel; and such Assistant Secretaries, Assistant Treasurers, Assistant General Counsels, and such other officers, agents and employees of the Trust as the Trustees may deem proper. More than one office may be held by the same person. Section 2. The term of office of all officers shall be until their respective successors are elected and qualify, but any officer may be removed from office, with or without cause, at any time by vote of the Trustees. A vacancy in any office arising from any cause may be filled for the unexpired portion of the term by the Trustees. Section 3. The officers of the Trust shall each .have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time may be conferred upon them by the Trustees. The chief executive officer of the Trust shall be either the N.Ianaging Trustee or the President, as may be specified by the Trustees. The President shall have general and active management of the business of the Trust and shall see to it that all orders and resolutions of the Trustees are carried into effect. Without limitation of the foregoing, the Managing Trustee, President, Executive Vice President, Senior Vice President, Vice President and Assistant Vice President shall have the authority as specified in Section 7 of Article VII to execute all instruments requiring execution of the Trust. Section 4. Unless otherwise ordered by the Trustees, the Managing Trustee and the President, or, in the event of their absence or inability to act, a Vice Managing Trustee or Vice President, shall each have full power and authority on behalf of the Trust to attend and to act and to vote, in person or by proxy, at any meetings of security holders of Trusts in which the Trust may hold securities, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such securities, and which as the owner thereof ~:coxr~sriaws.xsr . •the Trust might be possessed and exercised, if present. The Trustees by resolution from tune to tune may confer like powers upon any other person or persons. ARTICLE VI CERTIFICATES OF iJNIT Section 1. The interest of each unitholder of the Trust shall be uncertificated unless otherwise elected by the Trustees. Ownership of the. units shall be recorded in the books of the Trust by the appropriate offiicer of the Trust and such books shall be conclusive evidence of ownership. Transfers of units of the Trust shall be made only on the books of the Trust by the registered holder thereof, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Trust, or with a transfer clerk or a transfer agent appointed by the .Trustees. The Trustees may, firom time to tune, make such additional rules and regulations as it may deem expedient, not inconsistent with these Bylaws, concerning the issue, transfer, and registration of certificates of for the capital units of the Trust. The Trust shall be entitled to treat the holder of record of any units as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or 'other claim to or interest in such units by any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law. Section 2. For the Trust to determine the unitholders entitled to notice of or to vote at any meeting of unitholders or any adjournment thereof, or to express consent to corporate action in writing without'a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of unit or for the purpose of any other lawful action, the Trustees may fix, in advance, a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of unitholders of record entitled to notice of or to vote at a meeting of unitholders shall apply to any adjournment of the meeting; provided, however, that the Trustees may fix a new record date for the adjourned meeting. ARTICLE VII GENERAL PROVISIONS Section 1. Dividends upon the capital units of the Trust, subject to the provisions of the Trust Agreement, if any, may be declared by the Trustees at any regular or special meeting, pursuant to law.. Dividends may be paid in cash, in property, or in shares of the capital unit, subject to the provisions of the Trust Agreement. 8 ~:coxr~snaws.xsr e Section 2. Before payment of any dividend, there may be set aside out of any funds of the Trust available for dividends such sum or sums as the Trustees from time to time, in their absolute discretion, think proper as a xeserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Trust, or for such other purpose as the Trustees shall think conducive to the interest of the Trust, and the Trustees may modify or abolish any such reserve in the manner in which it was created. Section 3. The Trustees shall present at each annual meeting, and at any special meeting of the unitholders when called for by vote of the unitholders, a full and clear statement of the business and condition of the Trust. Section 4. All checks or demands for money and notes of the Trust shall be signed by such officer or officers or such other persan or persons as the Trustees may from time to time designate. Section 5. The fiscal year of the Trust shall be fixed by resolution of the Trustees. Section 6. The corporate seal shall have inscribed thereon the name of the Trust and the year of its organization. The seal may be used by causing, it or a facsimile thereof to be impressed ox affixed or reproduced or otherwise. Section 7. All instruments requiring execution by the Trust including but not limited to all contracts, deeds, leases, easements, checks or demands for money, notes, bonds or other obligations, and mortgages may be executed without the express authority conferred by the Trustees, by the Managing Trustee, President, Executive Vice President, Senior Vice President, Vice President or Assistant Vice President. Any person having authority to sign on behalf of the Trust may delegate, from time to time, by instrument in writing, all or any part of such authority to an associate (employee) of the Trust unless such a delegation of authority is specifically limuited by the Trustees. ARTICLE VIII AMENDMENTS Section 1. These Bylaws may be altered, amended or repealed or new Bylaws may be adopted by the unitholders or by the Trustees at any regular meeting of the unitholders or of the Trustees or at any special meeting of the unitholders or of the Trustees if notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such special meeting. • 9 L-CORP~BYIAW3.RBT I certify that this is a txue and correct copy of the Bylaws of the Wal-Mart Real Estate _ e Business Trust. ' . ~ [CORPORATE SEAL] Allison D. Garrett ' _ Assistant Secretary ` . - - ~ Wal-Mart Real Estate Business Trust • w 10 i:coxp~xzAws.xs~r AFFIDAVIT OF LEGAL INTEREST i~~~scx5 STATE OF ) COUNTY OF A~~f'~ I, ~2/.gN ~pNo ~E'2 702 s.w. stn street (name) AR (address) Bentonville (city) (state) being first duly sworn upon, oath, depose and say: 1. That I am the record owner of the property described on the attached, and I grant my permission to: Larry D. Craighead AIA Architect 211 North Record Street, Suite 222, Dallas, TX 75202 _ (name) (address) to submit the accompanying application(s) pertaining to that property. 2. I agree to indemnify, defend and hold the City of Meridian and its employees harmless from any claim or liability resulting from any dispute as to the statements contained herein or as to the ownership of the property which is the subject of the application. 3. I hereby grant permission to City of Meridian staff to enter the subject property for the purpose of site inspections related to processing said application(s). f~ Dated this l8 day of ~P~< L , 20 08 (Sign~.ture) SUBSCRIBED AND SWORN to before me the day and year first above written. "N®i'AF~1~ ~~AL" ~~, Vicki Flippo, Notary Public ~i3otary rubric i'or ) Benton County, State of Arkansas ,~~~ ~ ~~ MY Commission Expires Nov. 1, 2012. Residing at: ~, My Commission Expires: ~ l ~ l •~~ ~' 4051 east fairview avenue, meridian, id -Google Maps Address 4051 E Fairview Ave Meridian, ID 83642 Ma 5 P Page 1 of 1 Get Google Maps on your phone ~~. Textthewcrd`GMAPS"to466453 m ~ z 7 W Btlaemtood Dt ~ i y 55 ~~~a a ~ ~cg. ~° [°'~y ~A.~ W Atdyte r E Le9ue pr ~1 ~ r EG~~ QrahBa- Ave E Palm ~ 4 m -a ~ TehYi1 SI .~. ~~ ffr c;, r~ ~ ~„ °"- 9a Chi Greanmeadow D: ~V z ~~ W ClaYer Meedatis Dr ~Z~ V8 >b5 ~d d' ~ _~ ~erAve ~n ~ ¢r ~ ~I{ S~ ~ ~q 1 I ~~ „--~~~~ ~a ~~ z~ ~ -~~..~ ~.. E fatnlew Am ~ FalNlew Awe E Fatrv(ew Ave Gloverda3e ,Jr; z~ Ted~mo~ `. '~ ~. ~ d a t .t.~_ „C9overdale ~1 dewFv 6t ~~„ ~' ~ ~~ ~~ .~' -~ ~m~w~~l Sikh ~ti ~, ~~ ~ ~ ~': ~ 53 `~ ~l fIt z~ ti~ r E Its r~"` ~~,~~~ -g,, f -_~. ``"°~ ~`s~, ~q I E btane~brid~~a..~ unrrydaie Ln E Pram /""~--~"-~_~~,. ~ ! 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Fairview Ave. 36$.90' W M S 8832'42" E 402.24' - _ _ 5721_6' _ _~ _ - S8935'23` E 608.50' SEWER AND WATER EASEMENT IN FAVOR OF qTY OF MERIDIAN EXISTING 20' IDAHO POWER INSTRUMENT N0. 99097638 W I #100-Quilted Bear I g1~ #110 ~, t #115-Payless Shoes . $ #120-Fantastic ~~E IDIAN~-- -- IDAHO FORM PW100 DATE: January 16, 2008 The following address has been verified by The City of Meridian Public Works Department as valid for the project listed below. Project Name: WALMART (Remodel) Address: 4051 E Fairview Ave Suite #: Zip Code: 83642 Lot/ Block/ Subdivision: Meridian Crossroads Notes: A remodel of the existing building. EACH SET OF PLANS WILL BE REQUIRED TO CLEARLY REFLECT THE CORRECT ADDRESS AND SUITE NUMBER (rF APP~zcAe~E). Lynsey Todd Department Specialist Public Works 898-5500 toddlC~meridiancity.org MayorTammy de Weerd City Council Members: Keith Bird Joe Borton Charles Rountree David Zaremba Public Works Department .660 E. 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' ut:, .: i:: .i. .. i:'rt.. : € .i ..€ . 3E:€.i::...:..I.I:.... j { }}.~':E#,ti;:{t~i11°""i'{° j " 1 !Ei€I~~' I 'FF y~ I•I l:f:iI! ;, ii; € i.i..(.: w I i~= ~€({~ !!{!i€t: ii~~~'i€€€ i • {ji{iI €~:€F€•: €I:I.I~i~i~l.;f€Ei €••. 3~-E:~,i 1:=~ E~~3:~Ill~~i€ii'•!=€i ii='_ ~`•~' O f - :~ ti~ ~ , ~~~, 4"~ i~.~.'..G... 1 "`~ ;2,~ ~ A j l ©i .. ~ psi ~ ~ ~~~~~,~ ~ ::, ~ ~ ~ x,§..s ^i ~,a ~- ~- - ---., __~ :~ ~-~ ~-~ t ~~m `- PAINT STRIPING LEGEND .,~,~- sws~a4• - SDIGLE WTDTE SoT~ LDTE / a WIDE r SYS/4' - SWGLE YELLOW SOLID LME / 4' ~E EACH DYSL/4' -DOUBLE YELLOW SOLID LWE / 4' PEE EACH SYS/10' - STNGLE YELLOW SOUR LINE / 10' WIDE SNDL/4' - SOVGLE WHITE DAS}IED IJNE / 4' BIU1E SWSL/24' -SINGLE H401E SOLID LDlE / 24' TI®E PAVING LEGEND :r,O SID. DUTY PAVEMENT ',..'.'..'.~'...'.'..'.~'..'..'...'..'.'..',.. HEAVY DUTY PAVEMENT 2 -8. ® & ;'-O lP'AA~T 9DEWNJt ~ 0 PAVEMENT PER ARCH. PLANS CONCRETE CURB dt GU17ER ~ Approved By CRY SERVICE C( ~e e ~ 4 C-192-SGL-OL GROSS ~ = 206,347 CONSIRUCnON TYPE V-N BUUIDING HEIfiiT LESS THAN 40 FEET FFE = 2833.0 (33.0) Rllll I~INC; DATA /-6' RICH MASONRY WALL aT PROP~n uHF O BOLLARD 1 -9. - - - - - BUdDING LDOTS LINE ® NUMBER OF PARIODIG STALLS PER ROW C DENOTES COMPACT STALL o u~~ NAS~IIiY SCREEN WALL 2 ~ CART RETURN ENCLOSURE g. O PAINTED ISLAND TYPICAL UNLESS NOTED OTHERPASE S STRIPES SHALL BE PAlN1ED SYS/4' PARALLEL TO THE DIREC7101d OF 1RAFFlC Ai 2'-0"O.C. SEE PLAN FOR Lacanau. Q PROPOSED RAMP LocanoNS. REFER m aRai. PLANS FOR EXACT SIZE AND LOCATION. p ' ~ CART CORRAL TYPICAL-SEE DETAIL SHEET FOR WAL-MART 3 WALL 16 CART CORRAL. DETAQ. (10 CART CORRALS TOTAL) -9. f LINE Q 10' X 15 STRIPED AREA PA01Tm SYSL/4' AT 45 AT 2'd O.C. ar ae Locanaa. sEE aRa1. PLANS. 2'-0' LOADING 20NE AT ALL CURBED PARI@IG SPACES. 1 e ® 4' PANTED YELLOW STRIPING AT Z' O.C. PERPENDICULAR TO PARIONG SPACE. SEE OETAO. SHEET. Q 18' CONCRETE CURB AND GUTTER TYPICAL 8. OT PANTED DDTECTIONAL ARROW TYPICAL e O 1 & LItS1T POLE BASE (TYP) e 12'-0' WIDE PANTED YELLOW CROSSWALK V;fTH 4' PANIm YELLOW STRIPING ®45 AT 2'-0' O.C. ® AISLE INDICATOR SIGNS TYPICAL & Q 7LE STRIPING ~ Q °NO TRUCKS' 9GN. ~ a 'NO TRUCKS' PAINTED ON PAVEMENT. ® 'moat E>ar 9GN. ® e O AT GRADE OVERIB:.AD OOCR LOCATION. SEE ARCHiTEC1URAL PLANS ® ~~ ENTRANCE' SIGN. ~IRIAN aTOSSNG 9GN WItA-2 AND WItA-2P 7YPICAL AT FOR EXACT SIZE AND LOCATION FOR COORDNA710N WTH ANTE PLANS. e ~ ~ ~1PoAN CROSSWALKS AS NOTED ON PLANS. OJ N N~ CJC Al1d~MEnIT SIWPES. NG Y D.LO P ~ ~ 9,1~'aO . ® 8' FDGH Q1U SQiEENN WALL (SEE Mt21. PLANS) D' PAN1ID YELLOW ON PAVEMENT TYPICAL e & V ~ C ~ O 'ED PAVEMENT AT VESTIBULE TO BE FLUSH WITH 1DP OF OK 12'x36' CONCRETE COMPACTOR PAD. REFER G ~ ~ UTOIIIES BAD DETAa TD ARCHITECTURAL PLAN FOR EXACT LOCATON AND SOPS 9. WALK AT 5.0% MAXWUM. REFER TO ARCH. PLANS. CONCRETE TRANSFORMER PAD CONTRACTOR TO COORDNATE Vd1H ® 6' Hlai MASONRY WALL SCRIDV WALL g, PORCH. SEE ARCH. PLANS FOR EXACT SIZE AND LOCATON SLOOPS STAIRS ANO/~ RALIPS THAT MAY BE REOUD2ED. © LOCAL POWER COMPANY FCR DETA0.5. ACC651BI.E PARKNG SPACE TYPICAL AI O 'STOP' Siq~l 18' OR 24' STOP BAR (TYP) ~ P PAVEMENT FLUSH Vd1H 1HE TOP ~ STOOP. ® ~ A~SggLL PARIONG SPACE 9ZE. SIGN AND SYMBOL ('VAN'- MATCH PR~OSED CURB & GUTTER AT PROPERTY PIPE BOLLARD IYP. UNLESS NOTED OIHER615E 9 NO1CAlES YAN ACCESSISE SPA( O ~S ~ & ~ & DTPROVE!lENT PLANS BY M188LE E ~VEEROVG. Sign j~y e e o Q o ~ srot~ ~z8s2 SITE PLAN C-1.0 SEC RECORDS AVE AND W. FAIRVIEW AVE '06) 5 -8344 MERIDIAN. IDAHO